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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
__________
AT&T CORP.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
__________
1994 EMPLOYEE STOCK PURCHASE PLAN FOR
AT&T GLOBAL INFORMATION SOLUTIONS COMPANY
__________
Agent for Service
S. L. Prendergast, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
(212) 387-5400
__________
Please send copies of all communications to:
Marilyn J. Wasser, Vice President - Law and Secretary
32 Avenue of the Americas, New York, New York 10013-2412
__________
CALCULATION OF REGISTRATION FEE
================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering +registration
be registered + registered(1) + per share(2) + price(2) + fee
================================================================================
AT&T Corp. + + + +
shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
+ + + +
+ 3,000,000 + $55 7/16 + $166,312,500 + $57,349.14
================================================================================
(1) Represents the estimated number of shares that may be acquired under
the 1994 Employee Stock Purchase Plan for AT&T Global Information
Solutions Company (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
the average of the high and low sale prices of the common stock, par
value $1 per share, of AT&T Corp. on the New York Stock Exchange on
June 22, 1994.
__________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T Corp. ("AT&T") with
the Securities and Exchange Commission ("SEC") and are incorporated herein
by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December 31,
1993;
(2) AT&T's Quarterly Report on Form 10-Q for the period ended March
31, 1994;
(3) AT&T's Current Reports on Form 8-K dated January 14, 1994,
January 27, 1994, March 4, 1994, March 23, 1994, April 5, 1994,
August 16, 1993, as amended (filed April 19, 1994), April 22,
1994 and August 16, 1993, as amended (filed May 20, 1994) and May
26, 1994; and
(4) The description of shares of AT&T common stock contained in the
registration statement filed under the Securities Exchange Act of
1934, as amended ("Exchange Act"), including any amendment or
report filed for the purpose of updating such description;
All documents, filed subsequent to the date hereof by AT&T with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER,
that the documents enumerated above or subsequently filed by AT&T pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made hereby is in effect prior to the filing with
the SEC of AT&T's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by reference herein or be a
part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof.
Item 4. Description of Securities.
Not Applicable.
1
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or
officer of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him/her in connection with the defense of a
civil or criminal proceeding to which he/she has been made, or threatened
to be made, a party by reason of the fact that he/she was such director or
officer. In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement. In general,
indemnification is available where the director or officer acted in good
faith, for a purpose he/she reasonably believed to be in the best interests
of the corporation. Specific court approval is required in some cases.
The foregoing statement is subject to the detailed provisions of Sections
715, 717 and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a resolution
of shareholders, (ii) a resolution of directors or (iii) an agreement
providing for such indemnification, to the fullest extent permitted by
applicable law, to provide indemnification and to advance expenses to its
directors and officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact that any
such director or officer serves or served in such capacity with AT&T or at
the request of AT&T in any capacity with any other enterprise.
AT&T has entered into contracts with its officers and directors,
pursuant to the provisions of BCL Section 721, by which it will be
obligated to indemnify such persons, to the fullest extent permitted by the
BCL, against expenses, fees, judgments, fines and amounts paid in
settlement in connection with any present or future threatened, pending or
completed action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or, at the
request of AT&T, an officer, director or other partner, agent, employee or
trustee of another enterprise. The contractual indemnification so provided
will not extend to any situation where a judgment or other final
adjudication adverse to such person establishes that his acts were
committed in bad faith or were the result of active and deliberate
dishonesty or that there inured to such person a financial profit or other
advantage.
2
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The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933 ("1933 Act"), which might be
incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A 1994 Employee Stock Purchase Plan for AT&T Global
Information Solutions Company.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992,
Certificate of Amendment to Restated Certificate of
Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated April
20, 1994, (Exhibit 4-B to Registration Statement No. 33-
53765).
5 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand.
23-B Consent of Marilyn J. Wasser (contained in the opinion of
counsel filed as Exhibit 5).
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
3
<PAGE> 5
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
4
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on the 23rd day of June, 1994.
AT&T CORP.
By S. L. Prendergast
(Vice President and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the date indicated.
Principal Executive Officer: #
#
R. E. Allen Chairman #
of the Board #
#
Principal Financial Officer: #
#
R. W. Miller Executive Vice President #
and Chief Financial ###By S. L. Prendergast
Officer # (attorney-in-fact)*
#
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # June 23, 1994
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
5
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SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the 1994
Employee Stock Purchase Plan for AT&T Global Information Solutions Company
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 Dayton, State of Ohio, on the 23rd day of June, 1994.
1994 EMPLOYEE STOCK PURCHASE PLAN
FOR AT&T GLOBAL INFORMATION
SOLUTIONS COMPANY
Laura K. Nyquist
Assistant Secretary
6
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EXHIBIT INDEX
Exhibit
Number
4-A 1994 Employee Stock Purchase Plan for AT&T Global
Information Solutions Company.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992,
Certificate of Amendment to Restated Certificate of
Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated April
20, 1994, (Exhibit 4-B to Registration Statement No. 33-
53765).
5 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand.
23-B Consent of Marilyn J. Wasser (contained in the opinion of
counsel filed as Exhibit 5).
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
<PAGE> 1 EXHIBIT 4-A
1994 EMPLOYEE STOCK PURCHASE PLAN
FOR AT&T GLOBAL INFORMATION SOLUTIONS COMPANY
l. PURPOSE
The 1994 Employee Stock Purchase Plan for AT&T Global Information
Solutions Company provides Eligible Employees with an opportunity to purchase
AT&T Common Stock through payroll deductions and is intended as an employment
incentive and to encourage stock ownership in order to participate in the
economic progress of AT&T Global Information Solutions Company and the
American Telephone and Telegraph Company ("AT&T") during the term of the Plan.
2. DEFINITIONS
2.1 "Plan" shall mean this 1994 Employee Stock Purchase Plan for
AT&T Global Information Solutions Company.
2.2 "Company" shall mean AT&T Global Information Solutions Company,
a Maryland corporation and a wholly-owned subsidiary of AT&T.
2.3 "1992 Plan" shall mean the 1992 NCR Employee Stock Purchase
Plan.
2.4 "Subsidiary" shall mean any corporation in which the Company,
directly or indirectly, owns stock possessing 50% or more of the total
combined voting power of all classes of stock.
2.5 "Designated Subsidiary" shall mean a Subsidiary which shall
have been designated by the Chairman, Chief Executive Officer, President or
Secretary of the Company to participate in the Plan and shall include all
Subsidiaries heretofore designated under the 1992 Plan; provided, that any
such designation may be revoked in like manner at any time.
2.6 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
2.7 "Employees" shall mean all persons employed by the Company or
a Subsidiary, excluding those persons whose customary employment is 20 hours
or less per week and/or whose customary employment is for five months or
less in any calendar year.
2.8 "Eligible Employees" shall mean only those persons who on an
Offering Date:
i. are Employees of the Company or a Designated Subsidiary,
ii. have at least six months of Continuous Service, and
iii. are not deemed for purposes of Section 423 (b)(3) of the Code to
own stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company or a Subsidiary or the
parent of the Company, if any.
2.9 "AT&T Common Stock" shall mean shares of common stock, par
value$1.00, of American Telephone and Telegraph Company.
2.10 "Participant" shall mean an Eligible Employee who elects to
participate in the Plan.
2.11 "Plan Year" shall mean (i) the fiscal year beginning August l,
1994 and ending July 31, 1995, and (ii) each succeeding fiscal year ending
July 31 during the period from August 1, 1995 through July 31, 1999, and
(iii) beginning on August 1, 1999, the period from August 1, 1999 through
December 31, 1999.
2.12 "Offering Date" shall mean August 1 and February 1 of each Plan
Year.
2.13 "Offering" shall mean the offering of shares of AT&T Common
Stock to Eligible Employees pursuant to the Plan that occurs on each Offering
Date.
<PAGE> 2
2.14 "Exercise Date" shall mean, with respect to each Plan Year
other than the Plan Year beginning on August 1, 1999, January 31 and July 31
of that Plan Year, and with respect to the Plan Year beginning on August 1,
1999, shall mean December 31, 1999.
2.15 "Purchase Period" shall mean the period from an Offering Date
to the next succeeding Exercise Date.
2.16 "Board of Directors" shall mean the Board of Directors of the
Company.
2.17 "Compensation" shall mean the total amount received by a
Participant from the Company or a Subsidiary as salary, wages, bonus or
other remuneration including (i) overseas premium pay, (ii) appropriate
commission or other earnings by sales personnel, (iii) overtime pay, (iv)
payments for cost-of-living increases, and (v) sick pay, but excluding
contributions of the Company or a Subsidiary to an employee benefit plan
thereof.
2.18 "Continuous Service" shall mean the length of time an Employee
has been in the continuous employ of the Company and/or a Subsidiary and/or
an Affiliate as determined by the continuity of service rules of the Company
and/or a Subsidiary or, if no such rules exist, as determined by the
Secretary.
2.19 "Payroll Department" shall mean the department of the Company
or a Subsidiary from which a Participant's Compensation is disbursed.
2.20 "Secretary" shall mean the person holding the office of
Secretary of the Company.
2.21 "Highest Remaining Balance" for any Offering shall mean the
highest unrefunded balance lower than the Purchase Price for such Offering
that remains in any Participant's Stock Purchase Account upon the expiration
of the Purchase Period for such Offering.
2.22 "Affiliate" means any person that directly, or through one or
more intermediaries, controls, or is controlled by, or under common control
with, the Company.
2.23 The masculine gender includes the feminine, the singular
includes the plural and the plural includes the singular unless the context
otherwise requires.
3. SHARES
The aggregate number of shares of AT&T Common Stock which may be
purchased under the Plan shall not exceed ten million (10,000,000), subject to
adjustment in accordance with Section 20 hereof. Shares issued under the
Plan may consist, in whole or part, of authorized and unissued shares or
treasury shares.
4. OFFERING
Each Eligible Employee on an Offering Date shall be entitled to
purchase, in the manner and on the terms herein provided, whole shares of
AT&T Common Stock at the Purchase Price set forth in Section 8 hereof with
amounts withheld or paid pursuant to Sections 6 and 12 hereof during the
Purchase Period commencing on such Offering Date. Anything herein to the
contrary notwithstanding, if any person entitled to purchase shares pursuant
to any Offering hereunder would be deemed, for the purposes of Section 423
(b) (3) of the Code, to own stock (including any number of shares which such
person would be entitled to purchase hereunder and under any other similar
plan or stock option plan of the Company, the parent of the Company or any
Subsidiary) possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company, the parent of the Company or
a Subsidiary, the maximum number of shares which such person shall be
entitled to purchase pursuant to the Plan shall be reduced to that number
which, when added to the number of shares of stock of the Company, the
<PAGE> 3
parent of the Company or a Subsidiary which such person is so deemed to own
(excluding any number of shares which such person would be entitled to
purchase hereunder), is one less than such 5% and any balance remaining in
such person's Stock Purchase Account shall be refunded.
5. ENTRY INTO THE PLAN; STOCK PURCHASE AGREEMENTS
Any Eligible Employee may become a Participant in the Plan by filing a
Stock Purchase Agreement prior to the Offering Date on which an Offering
commences; provided that, an Eligible Employee who is such an employee on
August l, 1994 and who was a Participant in the 1992 Plan on July 31, 1994
shall not be required to file a Stock Purchase Agreement for the Offering
commencing on August l, 1994 or for any succeeding Offering until such
Participant withdraws from the Plan pursuant to Section 13 or Section 14
hereof. Once an Eligible Employee has filed a Stock Purchase Agreement and
becomes a Participant in the Plan, he shall remain a Participant until he
withdraws from the Plan in accordance with Section 13 hereof, and he shall
not be required to file a Stock Purchase Agreement for any succeeding
Offering until he withdraws from the Plan. A Participant of any Offering
that is terminated in accordance with Section 20 hereof shall continue to
be a Participant in any subsequent Offering unless he withdraws from the
Plan.
6. PAYMENT FOR SHARES; PAYROLL DEDUCTIONS
Payment for shares of AT&T Common Stock purchased hereunder shall be
made by authorized payroll deductions from a Participant's Compensation
pursuant to this Section or by supplemental payments pursuant to Section 12
hereof.
In his Stock Purchase Agreement, a Participant shall authorize a
deduction from each payment of Compensation during a Purchase Period of any
full dollar amount or of any amount equal to any full percentage of such
payment; provided, however, that the minimum deduction shall be $2 per week or
$9 per month, as appropriate, and the maximum deduction shall be 10% of any
payment of Compensation. A Participant may not change the amount of such
deductions during a Purchase Period, but may change the amount to be deducted
for any subsequent Offering by filing notice thereof prior to the Offering
Date on which such subsequent Offering commences.
7. STOCK PURCHASE ACCOUNTS
A Stock Purchase Account shall be established and maintained in the name
of each Participant. Amounts deducted from a Participant's Compensation
pursuant to Section 6 hereof and supplemental payments made pursuant to
Section 12 hereof shall be credited to such Participant's Stock Purchase
Account. No interest shall accrue or be payable to any Participant with
respect to any amounts credited to such Stock Purchase Account.
8. PURCHASE PRICE
The Purchase Price per share of the shares of AT&T Common Stock sold to
Participants hereunder for any Offering shall be 85% of the average of the
reported highest and lowest sale prices of shares of AT&T Common Stock on
the New York Stock Exchange on the applicable Exercise Date. Should no sale
of AT&T Common Stock occur on any Exercise Date, then the Purchase Price
shall be determined on the basis of the sales of AT&T Common Stock on the
next preceding day on which such sales were made. Anything herein to the
contrary notwithstanding, the Purchase Price per share shall not be less
than the par value of a share of AT&T Common Stock.
9. PURCHASE OF SHARES; LIMITATION ON RIGHT TO PURCHASE
If, as of any Exercise Date, there is credited to the Stock Purchase
Account of a Participant an amount at least equal to the Purchase Price per
share of AT&T Common Stock as of the Exercise Date, as determined in Section 8
hereof, the Participant shall buy, and the Company shall sell at such
Purchase Price, in United States dollars, the largest number of whole shares
of AT&T Common Stock which can be purchased with the amount credited to such
Participant's Stock Purchase Account.
<PAGE> 4
Anything herein to the contrary notwithstanding, (i) a Participant may
not purchase more than 1,150 shares of AT&T Common Stock in any Offering
hereunder and (ii) if at any time when any person is entitled to complete the
purchase of any shares pursuant to the Plan, taking into account such person's
rights, if any, to purchase stock under all other employee stock purchase
plans of the Company, its parent and of any Subsidiaries, the result would be
that during the then current calendar year such person would have first become
entitled to purchase under the Plan and all such other plans a number of
shares of stock which would exceed the maximum number of shares permitted by
the provisions of Section 423(b)(8) of the Code, then the number of shares
which such person shall be entitled to purchase pursuant to the Plan shall be
reduced by the number which is one more than the number of shares which
represents the excess, and any balance remaining in such persons Stock
Purchase Account shall be refunded.
10. EXPIRATION OF OFFERING
As of each Exercise Date the amount credited to the Stock Purchase
Account of each Participant in the applicable Offering shall be charged with
the aggregate Purchase Price of the shares of AT&T Common Stock purchased
by the Participant on such Exercise Date. With respect to each Exercise
Date, the remaining balance credited to his Stock Purchase Account on such
Exercise Date shall be refunded to each Participant if he files notice of
his election for refund prior to such Exercise Date. If no such notice is
filed by a Participant and if he has not withdrawn from the Plan in accordance
with Section 13 hereof, any remaining balance credited to his Stock Purchase
Account shall be credited to his Stock Purchase Account for the next
succeeding Offering hereunder (other than the Offering beginning on August l,
1994); provided, however, that if the amount of any Participant's remaining
balance should exceed the Highest Remaining Balance applicable to the Offering
for such Exercise Date, any such excess shall be refunded to such Participant.
11. ISSUANCE OF SHARES; STOCK CERTIFICATES
The shares of AT&T Common Stock purchased by a Participant on an
Exercise Date shall, for all purposes, be deemed to have been issued and sold
at the close of business on such Exercise Date. Prior to that time, none of
the rights or privileges of a stockholder shall exist with respect to such
shares.
As soon as practicable after such Exercise Date, the Company shall cause
to be issued and delivered, a certificate for the number of shares of AT&T
Common Stock purchased by a Participant on such Exercise Date, which
certificate shall be registered in the manner designated in the Participant's
Stock Purchase Agreement. Such designation may be changed at any time by
filing notice thereof. The Secretary shall have sole discretion to adopt
rules governing the registration of certificates for shares purchased
hereunder, and may restrict the types of designations permitted under a
Participant's Stock Purchase Agreement.
12. SUPPLEMENTAL PAYMENTS
For any Offering under the Plan (except the Offering beginning on August
l, 1994), a Participant may make a supplemental payment to the Stock Purchase
Account in an amount equal to the Highest Remaining Balance applicable to the
next preceding Offering under the Plan, reduced by the amount, if any,
remaining in his Stock Purchase Account upon the expiration of the next
preceding Offering, provided, however, that a Participant in any Offering may
not make a supplemental payment if such Participant elected to have the
remaining balance credited to his Stock Purchase Account for the next
preceding Offering refunded to him in accordance with Section 10 hereof. A
Participant's supplemental payment for any Offering must be received by the
Company or a Designated Subsidiary within 30 days after the date of the
statement issued by the Company setting forth the amount of the supplemental
payment.
<PAGE> 5
13. WITHDRAWAL
A Participant may withdraw from the Plan at any time by filing notice of
withdrawal. Upon a Participant's withdrawal, the entire amount credited to
his Stock Purchase Account shall be refunded to him. Any Participant who
withdraws from the Plan may again become a Participant hereunder in accordance
with Section 5 hereof.
14. TERMINATION OF CONTINUOUS SERVICE; OTHER INVOLUNTARY WITHDRAWAL
In the event of termination of a Participant's Continuous Service for
any reason, the entire amount credited to his Stock Purchase Account as of the
effective date of any such occurrence shall be used to purchase shares of AT&T
Common Stock pursuant to Section 9 hereof as of the next succeeding Exercise
Date and any remaining balance credited to his Stock Purchase Account shall be
refunded to him; provided, however, that if a Participant's Continuous Service
is terminated for any reason at least three months prior to the next
succeeding Exercise Date or if the Designated Subsidiary status of the
Subsidiary by which he is employed is revoked at any time, the entire amount
credited to his Stock Purchase Account shall be refunded to him.
15. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE
In the event that on any Exercise Date the aggregate funds available for
the purchase of shares of AT&T Common Stock pursuant to Section 9 hereof would
purchase a number of shares in excess of the number of shares then available
for purchase under the Plan, the Secretary shall proportionately reduce the
number of shares which would otherwise be purchased by each Participant on
such Exercise Date in order to eliminate such excess, the Plan shall
automatically terminate immediately after such Exercise Date and any remaining
balance credited to the Stock Purchase Account of each Participant shall be
refunded to each such Participant.
16. RIGHTS NOT TRANSFERABLE
Rights to purchase shares under the Plan are exercisable only by the
Participant during his lifetime and are not transferable by him other than by
will or the laws of descent and distribution. If a Participant attempts to
transfer his rights to purchase shares under the Plan other than by will, he
shall be deemed to have requested withdrawal from the Plan and the provisions
of Section 13 hereof shall apply with respect to such Participant.
17. ADMINISTRATION OF THE PLAN
Subject to the general control of, and superseding action by, the Board
of Directors, the Secretary shall have full power to administer the Plan. He
shall adopt rules not inconsistent with the provisions of the Plan for its
administration. He shall adopt the form of Stock Purchase Agreement, all
notices required hereunder, and any restrictions on the registration of
certificates for shares purchased hereunder. His interpretation and
construction of the Plan and Rules shall, subject as aforesaid, be final and
conclusive.
18. AMENDMENT OF THE PLAN
The Board of Directors, with the approval of the Senior Vice President,
Human Resources of AT&T, may at any time, or from time to time, alter or amend
the Plan in any respect, except that, without approval of the stockholders of
AT&T, no amendment may (i) increase the number of shares reserved for purchase
under the Plan other than as provided in Section 19 hereof or (ii) reduce the
Purchase Price per share as defined in Section 8 hereof.
19. RECAPITALIZATION; EFFECT OF CERTAIN TRANSACTIONS
The aggregate number of shares of AT&T Common Stock reserved for
purchase under the Plan as provided in Section 3 hereof, the maximum number of
shares which a Participant may purchase in any Offering as provided in Section
9 hereof, and the calculation of the Purchase Price per share as provided in
Section 8 hereof shall be appropriately adjusted to reflect any increase or
<PAGE> 6
decrease in the number of issued shares of AT&T Common Stock resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend, or other increase or decrease in such shares,
effected without receipt of consideration by the Company. If AT&T shall merge
or consolidate, whether or not AT&T is the surviving or resulting corporation
in such merger or consolidation, any Offering hereunder shall pertain to and
apply to shares of stock of AT&T or any shares issued in connection with such
merger or consolidation in exchange for shares of stock of AT&T, unless prior
to such merger or consolidation, the Board of Directors of the Company shall,
in its discretion, terminate the Plan and/or any Offering hereunder.
Notwithstanding the foregoing, a dissolution or liquidation of AT&T shall
cause the Plan and any Offering hereunder to terminate and the entire amount
credited to the Stock Purchase Account of each Participant thereunder shall be
paid to each such Participant.
If the Company shall merge or consolidate with a corporation that is not
an Affiliate of the Company, whether or not the Company is the surviving or
resulting corporation in such merger or consolidation, any Offering hereunder
shall pertain to and apply to shares of stock of the Company or any shares
issued in connection with such merger or consolidation in exchange for shares
of stock of the Company, unless prior to such merger or consolidation, the
Board of Directors of the Company shall, in its discretion, terminate the Plan
and/or any Offering hereunder. Notwithstanding the foregoing, a dissolution
or liquidation of the Company shall cause the Plan and any Offering hereunder
to terminate and the entire amount credited to the Stock Purchase Account of
each Participant thereunder shall be paid to each such Participant.
20. EXPIRATION AND TERMINATION OF THE PLAN
The Plan shall continue in effect through December 31, 1999 unless
terminated prior thereto pursuant to Section 15 or 19 hereof, or pursuant to
the next succeeding sentence. The Board of Directors shall have the right to
terminate the Plan or any Offering hereunder at any time. In the event of the
expiration of the Plan or its termination or the termination of any Offering
pursuant to the immediately preceding sentence, the entire amount credited to
the Stock Purchase Account of each Participant hereunder shall be refunded to
each such Participant.
21. APPLICATION OF FUNDS
All funds received by the Company under the Plan may be used for any
corporate purpose.
22. NOTICE
Any notice which a Participant files pursuant to the Plan shall be in
the appropriate form and shall be delivered by hand or mailed, postage
prepaid, to such Participant's Payroll Department.
23. REPURCHASE OF STOCK
Neither the Company nor AT&T shall be required to repurchase from any
Participant shares of AT&T Common Stock which such Participant acquires under
the Plan.
24. ALTERNATE CONTRIBUTION METHODS
Anything herein to the contrary notwithstanding, in the event authorized
payroll deductions form a Participant's Compensation are not permitted by
reason of the provisions of local law applicable to the Company or a
Designated Subsidiary, or are not practicable in the opinion of the Secretary,
then consistent with the requirements of Code section 423, the appropriate
alternative method pursuant to which affected Participants may make payment
for shares of AT&T Common Stock purchased hereunder which would otherwise have
been made pursuant to Section 6 hereof shall be designated by the Secretary.
Payments made hereunder shall be deemed to have been made pursuant to Section
6 hereof.
<PAGE> Exhibit 4-B
_______________________________________
AMERICAN TELEPHONE
AND TELEGRAPH
COMPANY
_________
RESTATED CERTIFICATE OF
INCORPORATION OF AMERICAN
TELEPHONE AND TELEGRAPH COMPANY
FILED JANUARY 10, 1989
_______________________________________
<PAGE> 2
RESTATED CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 807 OF THE BUSINESS
CORPORATION LAW
We, the undersigned, being a Vice President and the Secretary,
respectively, of American Telephone and Telegraph Company, do hereby
certify as follows:
1. The name of the corporation is "American Telephone and Telegraph
Company."
2. The Certificate of Incorporation of the corporation was filed in
the office of the Secretary of State of the State of New York on March 3,
1885.
3. The text of the Certificate of Incorporation (1) is hereby amended
pursuant to authority vested in the Board of Directors by the Certificate
of Incorporation of the corporation, as heretofore amended, and in
accordance with Section 502 of the Business Corporation Law to delete in
its entirety Article EIGHTH thereof stating the number, designation,
relative rights, preferences, and limitations pertaining to four series of
preferred shares, all of which shares have been redeemed by the
corporation, and renumber the articles subsequent thereto sequentially
following Article SEVENTH; and (2) as so amended and as amended heretofore
is hereby restated to read as herein set forth in full:
"We do hereby associate ourselves together for the purpose of
constructing, buying, owning, leasing, or otherwise obtaining, lines
of electric telegraph partly within and partly beyond the limits of
the State of New York, and of equipping, using, operating, or
otherwise maintaining, the same; and of becoming a body politic and
corporate under and by virtue of the provisions of an act of the
Legislature of the State of New York entitled 'An Act to provide for
the incorporation and regulation of telegraph companies,' passed April
12, 1848, and the various acts amendatory thereof or supplemental
thereto; and of having and exercising all and every of the powers,
privileges, franchises and immunities in and by said acts conferred.
And in pursuance of the requirements of the various acts aforesaid,
and for the purposes above set forth, we do hereby declare and certify
as follows,
"FIRST. The name assumed to distinguish such association and to
be used in its dealings, and by which it may sue and be sued, is the
American Telephone and Telegraph Company.
<PAGE> 3
"SECOND. The general route of the lines of telegraph of said
association will be from a point or points in the city of New York
along all rail roads, bridges, highways and other practicable,
suitable and convenient ways or courses, leading thence to the cities
of Albany, Boston, and the intermediate cities, towns and places, also
from a point or points in and through the city of New York, and thence
through and across the Hudson and East rivers and the bay and harbor
of New York, to Jersey City, Long Island City and Brooklyn, and along
all rail roads, bridges, highways and other practicable, suitable and
convenient ways and courses to the cities of Philadelphia, Baltimore,
Washington, Richmond, Charleston, Mobile and New Orleans, and to all
intermediate cities, towns and places; and in like manner to the
cities of Buffalo, Pittsburgh, Cleveland, Cincinnati, Louisville,
Memphis, Indianapolis, Chicago, Saint Louis, Kansas City, Keokuk, Des
Moines, Detroit, Milwaukee, Saint Paul, Minneapolis, Omaha, Cheyenne,
Denver, Salt Lake City, San Francisco and Portland, and to all
intermediate cities, towns and places, and also along all rail roads,
bridges, highways and other practicable, suitable and convenient ways
and courses as may be necessary or proper for the purpose of
connecting with each other one or more points in said city of New
York, and in each of the cities, towns and places hereinabove
specifically or generally designated.
"And it is further declared and certified that the general route
of the lines of this association, in addition to those hereinbefore
described or designated, will connect one or more points in each and
every city, town or place in the State of New York with one or more
points in each and every other city, town or place in said State, and
in each and every other of the United States, and in Canada and
Mexico, and each and every of said cities, towns and places is to be
connected with each and every other city, town or place in said States
and Countries, and also by cable and other appropriate means with the
rest of the known world as may hereafter become necessary or desirable
in conducting the business of this association.
"THIRD. The aggregate number of shares which the
corporation is authorized to issue is 1,600,000,000 shares, consisting
of 1,500,000,000 common shares having a par value of $1 per share and
100,000,000 preferred shares having a par value of $1 per share.
"The preferred shares may be issued from time to time
in one or more series. All preferred shares of all series shall rank
equally and be identical in all respects except that the Board of
Directors is authorized to fix the number of shares in each series,
the designation thereof and, subject to the provisions of this Article
Third, the relative rights, preferences and limitations of each series
and the variations in such rights, preferences and limitations as
between series and specifically is authorized to fix with respect to
each series:
"(a) the dividend rate on the shares of such series
and the date or dates from which dividends shall be cumulative;
<PAGE> 4
"(b) the times when, the prices at which, and all
other terms and conditions upon which, shares of such series shall be
redeemable;
"(c) the amounts which the holders of shares of such
series shall be entitled to receive upon the liquidation, dissolution
or winding up of the corporation, which amounts may vary depending on
whether such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates;
"(d) whether or not the shares of such series shall be
subject to the operation of a purchase, retirement or sinking fund
and, if so, the extent to and manner in which such purchase,
retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or for other
corporate purposes and the terms and provisions relative to the
operation of the said fund or funds;
"(e) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class of
series and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same;
"(f) the restrictions, if any, upon the payment of
dividends or making of other distributions on, and upon the purchase
or other acquisition of, common shares;
"(g) the restrictions, if any, upon the creation of
indebtedness, and the restrictions, if any, upon the issue of any
additional shares ranking on a parity with or prior to the shares of
such series in addition to the restrictions provided for in this
Article Third;
"(h) the voting powers, if any, of the shares of such
series in addition to the voting powers provided for in this Article
Third; and
"(i) such other rights, preferences and limitations as
shall not be inconsistent with this Article Third.
"All shares of any particular series shall rank equally and be
identical in all respects except that shares of any one series issued
at different times may differ as to the date from which dividends
shall be cumulative.
<PAGE> 5
"Dividends on preferred shares of each series shall be
cumulative from the date or dates fixed with respect to such series
and shall be paid or declared or set apart for payment for all past
dividend periods and for the current dividend period before any
dividends (other than dividends payable in common shares) shall be
declared or paid or set apart for payment on common shares. Whenever,
at any time, full cumulative dividends for all past dividend periods
and for the current dividend period shall have been paid or declared
and set apart for payment on all then outstanding preferred shares and
all requirements with respect to any purchase, retirement or sinking
fund or funds for all series of preferred shares shall have been
complied with, the Board of Directors may declare dividends on the
common shares and the preferred shares shall not be entitled to share
therein.
"Upon any liquidation, dissolution or winding up of the
corporation, the holders of preferred shares of each series shall be
entitled to receive the amounts to which such holders are entitled as
fixed with respect to such series, including all dividends accumulated
to the date of final distribution, before any payment or distribution
of assets of the corporation shall be made to or set apart for the
holders of common shares and after such payments shall have been made
in full to the holders or preferred shares, the holders of common
shares shall be entitled to receive any and all assets remaining to be
paid or distributed to shareholders and the holders of preferred
shares shall not be entitled to share therein. For the purposes of
this paragraph, the voluntary sale, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of the
corporation or a consolidation or merger of the corporation with one
or more other corporations (whether or not the corporation is the
corporation surviving such consolidation or merger) shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.
"The aggregate amount which all preferred shares
outstanding at any time shall be entitled to receive on involuntary
liquidation, dissolution or winding up shall not exceed
$8,000,000,000.
"So long as any preferred shares are outstanding, the
corporation will not (a) without the affirmative vote or consent of
the holders of at least 66 2/3% of all the preferred shares at the
time outstanding, (i) authorize shares of stock ranking prior to the
preferred shares, or (ii) change any provision of this Article Third
so a to affect adversely the preferred shares; (b) without the
<PAGE> 6
affirmative vote or consent of the holders of at least 66 2/3% of any
series of preferred shares at the time outstanding, change any of the
provisions of such series so as to affect adversely the shares of such
series; (c) without the affirmative vote or consent of the holders of
at least a majority of all the preferred shares at the time
outstanding, (i) increase the authorized number of preferred shares or
(ii) authorize shares of any other class of stock ranking on a parity
with the preferred shares.
"Whenever, at any time or times, dividends payable on
preferred shares shall be in default in an aggregate amount equivalent
to six full quarterly dividends on any series of preferred shares at
the time outstanding, the number of directors then constituting the
Board of Directors of the corporation shall ipso facto be increased by
two, and the outstanding preferred shares shall, in addition to any
other voting rights, have the exclusive right, voting separately as a
class and without regard to series, to elect two directors of the
corporation to fill such newly created directorships and such right
shall continue until such time as all dividends accumulated on all
preferred shares to the latest dividend payment date shall have been
paid or declared and set apart for payment.
"No holder of preferred shares of any series,
irrespective of any voting or other right of shares of such series,
shall have, as such holder, any preemptive right to purchase any other
shares of the corporation or any securities convertible into or
entitling the holder to purchase such other shares.
"If in any case the amounts payable with respect to any
requirements to retire preferred shares are not paid in full in the
case of all series with respect to which such requirements exist, the
number of shares to be retired in each series shall be in proportion
to the respective amounts which would be payable on account of such
requirements if all amounts payable were paid in full.
"FOURTH. The number of directors shall be as provided
for in the By-Laws.
"FIFTH. The duration of the corporation shall be
perpetual.
"SIXTH. The office of the corporation is located in
the Borough of Manhattan, City and County of New York, State of New
York.
<PAGE> 7
"SEVENTH. The Secretary of State of the State of New
York is designated as agent of the corporation upon whom process
against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process served upon him as
agent of the corporation is American Telephone and Telegraph Company,
550 Madison Avenue, New York, New York 10022.
"EIGHTH. No holder of common shares shall have, as
such holder, any preemptive right to purchase any shares or other
securities of the corporation."
"NINTH. No director shall be personally liable to the
Corporation or any of its shareholders for damages for any breach of
duty as a director; provided, however, that the foregoing provision
shall not eliminate or limit (i) the liability of a director if a
judgment or other final adjudication adverse to him or her establishes
that his or her acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he or she
personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or that his or her acts
violated Section 719 of the New York Business Corporation Law; or (ii)
the liability of a director for any act or omission prior to the
adoption of this Article NINTH by the shareholders of the Corporation.
4. The manner in which this restatement of the Certificate of
Incorporation was authorized was by a resolution of the Board of Directors
of the corporation.
IN WITNESS WHEREOF, we have signed and verified this Restated
Certificate of Incorporation of American Telephone and Telegraph Company
this 9th day of January 1989.
S.L. PRENDERGAST
S.L. PRENDERGAST
Corporate Vice President
and Treasurer
R.E. SCANNELL
R.E. SCANNELL
Corporate Vice President-Law
and Secretary
<PAGE> 8
CERTIFICATE OF CHANGE
OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
(UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW)
March 18, 1992
<PAGE> 9
Certificate of Change
of
American Telephone and Telegraph Company
Under Section 805-A of the Business Corporation Law
1. The name of the corporation is "American Telephone and
Telegraph Company."
2. The Certificate of Incorporation was filed in the office of
the Secretary of State of the State of New York on March 3, 1885.
3. The change in the Certificate of Incorporation effected by
this Certificate of Change is as follows:
To change the post office address to
which the Secretary of State of the State
of New York shall mail a copy of any
process against the corporation served
upon said Secretary of State.
4. To accomplish the foregoing change, Article SEVENTH of the
Certificate of Incorporation, relating to service of process, is hereby
stricken out in its entirety, and the following new Article SEVENTH is
substituted in lieu thereof:
"SEVENTH. The Secretary of State of the State of New York is
designated as agent of the corporation upon whom process against
it may be served. The post office address to which the Secretary
of State shall mail a copy of any process served upon him as
agent of the corporation is American Telephone and Telegraph
Company, 32 Avenue of the Americas, New York, New York 10013.
5. The manner in which this Certificate of Change was authorized
was by resolution of the Board of Directors of the corporation.
<PAGE> 10
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
(UNDER SECTION 805 OF THE BUSINESS CORPORATE LAW)
June 1, 1992
<PAGE> 11
CERTIFICATE OF AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
We, the undersigned, being a Vice President and Secretary,
respectively, of American Telephone and Telegraph Company, do hereby
certify as follows:
1. The name of the corporation is "American Telephone and
Telegraph Company."
2. The Certificate of Incorporation of the corporation was filed
in the office of the Secretary of State of the State of New York on March
3, 1885.
3. Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 1,500,000,000 to 2,000,000,000 shares.
4. To effect the foregoing, the first paragraph of Article THIRD
of said Certificate of Incorporation, relating to the aggregate number of
shares the corporation is authorized to issue, the par value thereof, and
the classes into which the shares are divided is hereby stricken out in its
entirety, and the following new first paragraph of Article THIRD is
substituted in lieu thereof:
"THIRD. The aggregate number of shares
which the corporation is authorized to issue
is 2,100,000,000 shares, consisting of
2,000,000,000 common shares having a par
value of $1 per share and 100,000,000
preferred shares having a par value of $1 per
share.
5. The manner in which the foregoing amendment of said
Certificate of Incorporation was authorized was by vote of the holders of a
majority of all outstanding shares of the corporation entitled to vote
thereon at a meeting of shareholders, subsequent to the unanimous vote of
the Board of Directors.
<PAGE> 12
Certificate of Amendment
of the
Certificate of Incorporation
of
American Telephone and Telegraph Company
(Under Section 805 of the Business Corporation Law)
April 20, 1994
<PAGE> 13
Certificate of Amendment of the Certificate of Incorporation
of
American Telephone and Telegraph Company
Under Section 805 of the Business Corporation Law
We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of American Telephone and Telegraph Company, do hereby
certify as follows:
FIRST: The name of the corporation is American Telephone and
Telegraph Company.
SECOND: The Certificate of Incorporation of the corporation was
filed by the Department of State on March 3, 1885.
THIRD: The Certificate of Incorporation of the corporation is
hereby amended by changing the name of the corporation to AT&T Corp..
FOURTH: To accomplish the foregoing amendment, Article FIRST of the
Certificate of Incorporation of the corporation is amended to read as
follows:
"FIRST. The name of the corporation is AT&T Corp."
FIFTH: The manner in which the foregoing amendment of said
Certificate of Incorporation of the corporation was authorized was by vote
of the holders of a majority of all outstanding shares of the corporation
entitled to vote thereon at a meeting of shareholders, subsequent to the
unanimous vote of the Board of Directors.
IN WITNESS WHEREOF, we have subscribed this document on April 20, 1994
and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
Jim G. Kilpatric
By ________________________________
Jim G. Kilpatric
Senior Vice President-Law
Robert A. Maynes
By ________________________________
Robert A. Maynes
Assistant Secretary
<PAGE> 1 Exhibit 5
Marilyn J. Wasser (AT&T Logo)
Vice President - Law and Secretary Room 2502
32 Avenue of the Americas
New York, NY 10013
212-644-1000
June 23, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-8
which AT&T Corp. (the "Company") proposes to file with the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering 3 million common
shares (par value $1 per share) of the Company (the "Shares)
which may be offered and sold by the Company under the 1994
Employee Stock Purchase Plan for AT&T Global Information
Solutions Company (the "Plan"), which Shares, under the terms of
the Plan may be authorized and unissued shares or treasury
shares, I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York;
2. all proper corporate proceedings have been taken so
that any Shares to be offered and sold which are newly issued
have been duly authorized and, upon sale and payment therefor in
accordance with the Plan and the resolutions of the Board of
Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC
in connection with the registration statement referred to above.
Very truly yours,
Marilyn J. Wasser
Vice President-Law and
Secretary
<PAGE> 1 Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement on Form S-8 of AT&T Corp. ("the Company")
of our reports, which include explanatory paragraphs regarding
the change in 1993 in methods of accounting for postretirement
benefits, postemployment benefits and income taxes, dated January
27, 1994, on our audits of the consolidated financial statements
and consolidated financial statement schedules of the Company and
its subsidiaries, which are included or incorporated by reference
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
COOPERS & LYBRAND
New York, New York
June 23, 1994
<PAGE> 1 Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
<PAGE> 1 Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is both a director and an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him and in his name, place and stead, and in his capacity as both a director
and an officer of the Company, to execute and file any such registration
statement with respect to the above-described common shares and thereafter to
execute and file any amended registration statement or statements with
respect thereto or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of June, 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 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints M. B.
TART and S. L. PRENDERGAST, and each of them, as attorneys for him and in his
name, place and stead, and in his capacity as an officer of the Company, to
execute and file any such registration statement with respect to the above-
described common shares and thereafter to execute and file any amended
registration statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys, and each of them, full power and authority to do and perform each
and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of June, 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 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER and S. L. PRENDERGAST, and each of them, as attorneys for her and in
her name, place and stead, and in her capacity as an officer of the Company,
to execute and file any such registration statement with respect to the
above-described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys, and each of them, full power and authority to do and perform each
and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully, to all intents and purposes, as she might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of June, 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 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of June, 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 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 10th day of June, 1994.
Walter Y. Elisha
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of June, 1994.
Philip M. Hawley
Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of June, 1994.
Carla A. Hills
Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of June, 1994.
Belton K. Johnson
Director
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of June, 1994.
Drew Lewis
Director
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of June, 1994.
Donald F. McHenry
Director
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 10th day of June, 1994.
Victor A. Pelson
Director
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 10th day of June, 1994.
Donald S. Perkins
Director
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of June, 1994.
Henry B. Schacht
Director
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of June, 1994.
Michael I. Sovern
Director
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to up to 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of June, 1994.
Franklin A. Thomas
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 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 10th day of June, 1994.
Joseph D. Williams
Director
<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 3
million common shares to be offered under the 1994 Employee Stock Purchase
Plan for AT&T Global Information Solutions Company; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file any such
registration statement with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of June, 1994.
Thomas H. Wyman
Director
