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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
__________
AMENDED AND RESTATED 1969 STOCK OPTION PLAN OF
LIN BROADCASTING CORPORATION
__________
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) + + + +
+ + + +
+2,739,481 + $63 13/16 + $174,813,132 + $60,300
================================================================================
(1) Represents the estimated number of shares that may be acquired under
the Amended and Restated 1969 Stock Option Plan of LIN Broadcasting
Corporation (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
September 28, 1995.
__________
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INTRODUCTORY STATEMENT
AT&T Corp. ("AT&T") hereby files this Registration Statement on
Form S-8 relating to the sale of up to 2,739,481 shares of the common
stock, par value $1.00 per share, of AT&T ("AT&T Common Stock") issuable
upon the exercise of stock options granted under the Amended and Restated
1969 Stock Option Plan of LIN Broadcasting Corporation (the "Plan").
On October 3, 1995, LIN Broadcasting Corporation ("LIN") was
merged (the "Merger") with a subsidiary of AT&T Wireless Services, Inc.
("AT&T Wireless", formerly known as McCaw Cellular Communications, Inc.)
pursuant to the Agreement and Plan of Merger dated April 28, 1995, as
amended and restated June 30, 1995 among LIN, AT&T Wireless and two
subsidiaries of AT&T Wireless (the "Merger Agreement"). Pursuant to the
Merger, each outstanding option issued pursuant to the Plan will no longer
be exercisable for shares of LIN common stock but, instead, will constitute
an option to acquire, on the same terms and conditions as were applicable
under such option, shares of AT&T Common Stock in lieu of shares of LIN
common stock in numbers and with exercise prices as provided in the Merger
Agreement.
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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,
1994;
(2) AT&T's Quarterly Reports on Form 10-Q for the period ended March
31, 1995 and June 30, 1995;
(3) AT&T's current reports on Form 8-K dated January 24, 1995 and as
amended on January 26, 1995, February 15, 1995, March 7, 1995,
March 9, 1995, March 13, 1995, April 7, 1995, July 3, 1995 and
September 20, 1995.
(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.
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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.
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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 Amended and Restated 1969 Stock Option Plan of LIN
Broadcasting Corporation.
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 L.L.P.
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;
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(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.
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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 3rd day of October, 1995.
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 # October 3, 1995
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
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EXHIBIT INDEX
Exhibit
Number
4-A Amended and Restated 1969 Stock Option Plan of LIN
Broadcasting Corporation.
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 L.L.P.
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
LIN BROADCASTING CORPORATION
AMENDED AND RESTATED
1969 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The general purpose of this 1969 Stock Option Plan
(hereinafter called the Plan) is to aid in maintaining and
developing a management and staff capable of assuring the future
success of LIN Broadcasting Corporation (hereinafter called the
Company) by providing to employees of the Company and its
subsidiaries additional incentives to enlarge their proprietary
interest in the Company, to continue and increase their efforts
on the Company's behalf, and to remain in the employ of the
Company or its subsidiaries. Options granted under the Plan may
be "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (hereinafter called the Internal
Revenue Code), or "nonqualified stock options".
2. STOCK RESERVED FOR OPTIONS
An aggregate of 3,778,941 shares of Common Stock, $.01 par
value, of the Company (hereinafter called the Common Stock) will
be reserved for issuance or transfer upon the exercise of options
granted under the Plan. Such shares may be in whole or in part,
as the Board of Directors of the Company shall from time to time
determine, authorized but unissued shares of Common Stock or
issued shares of Common Stock which shall have been reacquired by
the Company. If any option granted under the Plan shall expire
or terminate for any reason without having been exercised in
full, the unpurchased shares subject thereto shall (unless the
Plan shall have been terminated) again be available for other
options to be granted under the Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a Committee (hereinafter
called the Committee) consisting solely of two or more persons
appointed from time to time by the Board of Directors; PROVIDED,
HOWEVER, that with respect to officers and directors of the
Company who are subject to Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), such Committee
shall consist solely of three or more persons appointed from time
to time by the Board of Directors out of those members of the
Board of Directors of the Company who have not at any time within
one year prior to service as a Committee member or during such
service been eligible to be granted or awarded equity securities
pursuant to the Plan or any other plan of the Company or any of
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its affiliates except pursuant to certain formula, broad-based or
fee election plans specified in Rule 16b-3(c) under the Exchange
Act.
The Committee shall have plenary authority in its
discretion, but subject to the express provisions of the Plan, to
determine the purchase price of the Common Stock covered by each
option, whether each option shall be an incentive stock option or
a nonqualified stock option, the employees to whom, and the time
or times at which, options shall be granted, and the number of
shares to be subject to each option; to interpret the Plan; to
prescribe, amend, and rescind rules and regulations relating to
it; to determine the terms and provisions (and amendments
thereof) of the respective option agreements (which need not be
identical), including such terms and provisions (and amendments)
as shall be required in the judgment of the Committee to provide
that options under the Plan will be incentive stock options under
the Internal Revenue Code or nonqualified stock options, or to
conform to any change in any law or regulation applicable
thereto; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee's
determination on the foregoing matters shall be conclusive.
The Committee shall select one of its members as its
Chairman and shall hold its meetings at such times and places as
it may determine. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made by not
less than a majority of its members. Any decision or
determination reduced to writing and signed by all the members
shall be fully as effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may
appoint a secretary, shall keep minutes of its meetings, and
shall make such rules and regulations for the conduct of its
business as it shall deem advisable.
4. ELIGIBILITY: FACTORS TO BE CONSIDERED IN GRANTING OPTIONS
Options may be granted only to key employees (which term as
used herein includes officers) of the Company, its subsidiary
corporations as defined in Section 425 of the Internal Revenue
Code and any other organization (including, but not limited to,
partnerships and joint ventures) of which the Company owns more
than a 50% equity interest (herein called subsidiaries). A
director of the Company or of a subsidiary who is not also an
employee of the Company or one of its subsidiaries will not be
eligible to receive an option. The maximum number of shares of
Common Stock with respect to which an option or options may be
granted to any eligible employee in any one fiscal year of the
Company shall not exceed 300,000 shares (the "Maximum Annual
Employee Grant"). In determining the employees to whom options
shall be granted and the number of shares to be covered by each
option, the Committee may take into account the nature of the
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services rendered by the respective employees, the present and
potential contributions to the success of the Company, and such
other factors as the Committee in its discretion shall deem
relevant. An employee who has been granted an option under the
Plan may be granted an additional option or options under the
Plan if the Committee shall so determine. The aggregate fair
market value (determined as of the time the option is granted) of
the stock for which any employee may be granted incentive stock
options in any calendar year after 1980 and before 1987 (under
all plans of the Company or any subsidiary) shall not exceed
$100,000 plus any unused limit carryover to such year. If
$100,000 exceeds the aggregate fair market value (determined at
the time the option is granted) of the stock for which an
employee was granted incentive stock options in any calendar year
(under all plans of the Company or any subsidiary) one-half of
such excess shall be unused limit carryover to each of the three
succeeding calendar years, under the rules of former Section
422A(c)(4) of the Internal Revenue Cny or any subsidiary) shall
not exceed $100,000 plus any unused limit carryover to such year.
If $100,000 exceeds the aggregate fair market value (determined
at the time the option is granted) of the stock for which an
employee was granted incentive stock options in any calendar year
(under all plans of the Company or any subsidiary) one-half of
such excess shall be unused limit carryover to each of the three
succeeding calendar years, under the rules of former Section
422A(c)(4) of the Internal Revenue Cgranted to any person who, at
the time the option is granted, owns stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company or any subsidiary, unless at the time the option is
granted the option price is at least 110% of the fair market
value of the stock subject to the option and the option by its
terms is not exercisable for more than 5 years from the date it
is granted.
5. OPTION PRICES
The purchase price of the Common Stock under each option
shall be determined by the Committee, but shall not be less than
100% of the fair market value of the Common Stock at the time of
granting the option. Such fair market value shall be determined
by the Committee. The purchase price shall be paid in full at
the time of exercise as provided in the option agreement (i) in
cash or the equivalent in the amount of such purchase price, (ii)
by surrender or delivery to the Company of whole shares of Common
Stock owned by the persons exercising the option for a period of
at least six months with a fair market value (as determined by
the Committee) at the close of business on the date the option is
exercised equal to such purchase price, (iii) partly in cash or
the equivalent and partly by delivery to the Company of whole
shares of Common Stock owned by the person exercising the option,
such that the sum of the amount of such cash and the fair market
value of such shares (as determined by
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the Committee) at the close of business on the date the option is
exercised equals such purchase price or (iv) delivery of a
properly executed exercise notice, together with irrevocable
instructions to a broker, all in accordance with the regulations
of the Federal Reserve Board, to promptly deliver to the Company
the amount of sale or loan proceeds to pay the exercise price and
any federal, state or local withholding tax obligations that may
arise in connection with the exercise. Any provision specifying
form of payment in any option agreement related to a nonqualified
option outstanding prior to February 11, 1981, shall be waived to
the extent necessary to permit the holder of the option covered
thereby to pay the purchase price specified therein as provided
in clauses (ii), (iii) and (iv) of the preceding sentence. The
purchase price specified under each option, as from time to time
amended, will remain constant during the term of such option
(subject to adjustment pursuant to paragraph 11 hereof). The
cash proceeds are to be added to the general funds of the Company
and used for its general corporate purposes.
6. EXERCISE OF OPTIONS
Unless otherwise provided in the option agreement or by
resolution of the Committee adopted at any time, an option
granted under the Plan shall become exercisable in installments
as follows: To the extent of 30% of the number of shares
originally covered thereby, at any time after the grant of the
option; to the extent of an additional 20% of such number of
shares, at any time after the commencement of each of the second,
third and fourth years of the term of the option; and to the
extent of an additional 10% of such number of shares subject to
the option, at any time after the commencement of the fifth year
of the term of the option; and such installments shall be
cumulative. The Committee shall have authority in its discretion
to prescribe in any option agreement or by resolution adopted at
any time that the option may be exercised in different
installments during the term of the option, including
installments that will make all shares subject to the option
become purchasable prior to the employee's compulsory retirement
date as prescribed from time to time by the Company. Anything to
the contrary notwithstanding, shares of Common Stock obtained
upon exercise of the option may not be sold by persons subject to
Section 16 of the Exchange Act until six months after the date
the option was granted. An option may be exercised, at any time
or from time to time during the term of the option, as to any or
all full shares which have become purchasable under the
provisions of the option, but not at any time as to less than 25
shares unless the remaining shares which have become so
purchasable are less than 25 shares. The term of each option
shall not be more than 10 years from the date of granting
thereof, or such shorter period as is prescribed in paragraph 9
or 10 hereof. Except as provided in said paragraphs 9 and 10, no
option may be exercised at any time unless the holder thereof is
then an employee of the Company or one of its subsidiaries.
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Anything herein to the contrary notwithstanding, an incentive
stock option granted prior to 1987 shall not be exercisable while
there is outstanding any incentive stock option which was granted
before the granting of such option to such individual to purchase
stock of the Company or a subsidiary (determined at the time of
granting of such option) or a predecessor of any such
corporations. An option shall be treated as outstanding for this
purpose until it is exercised in full or expires by reason of
lapse of time. The holder of an option shall not have any of the
rights of a stockholder with respect to the shares subject to
option until such shares shall be issued to him upon the due
exercise of his option.
If the holder of an option at the occurrence of a Change in
Control (as defined below) is (or has been at any time within the
six months prior to the Change in Control) an officer of the
Company within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and if the
option has been held by the officer for at least six months, the
officer shall, during the 60-day period following such
occurrence, be entitled to surrender the option to the extent it
is exercisable on the date of surrender to the Company for
cancellation as to all shares covered by the portion so
surrendered and to accept in exchange therefor a cash payment
equal to the product of (x) the difference between the purchase
price of such shares under the portion of the option so
surrendered and the fair market value of such shares, which will
be the greater of (i) the highest selling price of the Common
Stock on the National System of NASDAQ (or any other principal
market on which the Common Stock is then traded) during the 90-
day period prior to the date of surrender of such option, and
(ii) the highest price paid to any holder of Common Stock in the
transaction or group of transactions resulting in such Change in
Control, times (y) the number of such shares. The Company shall
make payment to the optionholder within five (5) business days
after the date on which the optionholder delivers notice to the
Company of his election to utilize the cash payment procedure
provided herein. For purposes of this Section, "Change in
Control" shall mean any of the following events: (i) approval by
the holders of the Common Stock of any consolidation or merger of
the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the Common
Stock are converted into cash, securities or other property,
other than a merger of the Company in which the holders of the
Common Stock immediately prior to the merger have substantially
the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, (ii) approval by the
holders of the Common Stock of any sale, lease, exchange or other
transfer in one transaction or a series of related transactions
of all or substantially all the assets of the Company other than
a transfer of the Company's assets to a majority-owned subsidiary
of the Company, (iii) approval by the holders of the Common Stock
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of any plan or proposal for the liquidation or dissolution of the
Company, (iv) any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than the Company or a
majority-owned subsidiary of the Company or any employee benefit
plan sponsored by the Company or a majority-owned subsidiary of
the Company, becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of securities of the Company
representing 80% or more of the combined voting power of the
Company's then outstanding securities ordinarily (and apart from
rights accruing in special circumstances) having the right to
vote in the election of directors, or (v) at any time during a
period of two consecutive years, individuals who at the beginning
of such period constituted the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof,
unless the election (or the nomination for election by the
Company's stockholders) of each new director during such two-year
period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the
beginning of such two-year period; PROVIDED, HOWEVER, that no
such event or occurrence shall constitute a "Change in Control"
if, prior to or concurrently with such event or occurrence, a
resolution is adopted by the affirmative vote of 80% or more of
the Disinterested Directors then in office declaring that such
event or occurrence shall not constitute a Change in Control for
purposes of the Plan. For purposes hereof, the term
"Disinterested Directors" shall mean any member of the Board of
Directors of the Company who is not an officer or employee of the
Company or any of its subsidiaries or a participant in the Plan
and who, if elected by stockholders, was elected at a regularly
scheduled meeting of stockholders prior to the Change in Control
and/or, if not elected by stockholders, was recommended for
election by a majority of the Disinterested Directors then on the
Board of Directors of the Company.
7. EMPLOYEE'S AGREEMENT TO SERVE
Each employee receiving an option shall, as one of the terms
of the option agreement or of an employment agreement in
connection with which such option is granted, agree that he will
remain in the service of the Company or one of its subsidiaries
for a period of at least one year from the date the option is
granted to him or for a period expiring one year after the
expiration of the longest period of service called for by any
other contract theretofore entered into by him with the Company,
whichever is longer (or until his earlier compulsory retirement
date as prescribed from time to time by the Company) and that he
will, during such employment, devote his entire time, energy, and
skill to the service of the Company or such subsidiary and the
promotion of its interests, subject to vacations, sick leave, and
other absences in accordance with the policies of the Company and
its subsidiaries. Such employment shall (subject to the terms of
any contract between the Company or any such subsidiary and such
A-6
<PAGE>
<PAGE> 7
employee) be at the pleasure of the Company or of such
subsidiary, and at such compensation as the Company or such
subsidiary shall reasonably determine from time to time.
8. NONTRANSFERABILITY OF OPTIONS
No option granted under the Plan shall be transferable
otherwise than by will or the laws of descent and distribution,
and an option may be exercised, during the lifetime of the holder
thereof, only by him.
9. TERMINATION OF EMPLOYMENT
Unless otherwise provided in an option holder's option
agreement or by resolution of the Committee adopted at any time,
(A) in the event of termination of the employment of the holder
of an option, other than (a) a termination that is either (i) for
cause or (ii) voluntary on the part of the employee and without
the written consent of the Company, or (b) a termination by
reason of death, the employee may exercise his option at any time
within three months after such termination of employment (or
within one year if the termination is by reason of disability
within the meaning of Section 22(e)(3) of the Internal Revenue
Code), but not after ten years from the date of granting thereof,
to the extent of the number of shares covered by his option which
were purchasable by him at the date of the termination of his
employment and (B) in the event of the termination of the
employment of the holder of an option that is either (x) for
cause or (y) voluntary on the part of the employee without the
written consent of the Company, any option held by him under the
Plan, to the extent not theretofore exercised, shall forthwith
terminate. For purposes of this Plan, an employment relationship
shall be deemed to exist between an optionee and the Company or
one of its subsidiaries so long as the optionee continues to be
an employee of the Company or of a parent corporation as defined
in the Internal Revenue Code or a subsidiary or of McCaw Cellular
Communications, Inc., a Delaware corporation, or any subsidiary
("McCaw"), or any successor or parent corporation or any
subsidiary of any such successor or parent corporation. The
option agreements may contain such provisions as the Committee
shall approve with reference to the effect of approved leaves of
absence. Nothing in the Plan or in any option granted pursuant
thereto shall confer on any employee any right to continue in the
employ of the Company or any of its subsidiaries or affect in any
way the right of the Company or any of its subsidiaries to
terminate his employment at any time.
10. DEATH OF AN EMPLOYEE
If an employee to whom an option has been granted under the
Plan shall die while he is employed by the Company or a parent
corporation as defined in the Internal Revenue Code or a
A-7
<PAGE>
<PAGE> 8
subsidiary or by McCaw or any successor corporation or within
three months after the termination of his employment, such option
(unless it shall have previously terminated pursuant to the
provisions of paragraph 9 hereof or unless otherwise provided in
his option agreement) may be exercised by a legatee or legatees
of the option holder under his last will, or by his personal
representatives or distributees, at any time within a period of
two years after his death, but not after ten years from the date
of granting thereof, (i) if death occurs while he is employed by
the Company or a parent corporation as defined in the Internal
Revenue Code or a subsidiary or by McCaw or any successor
corporation, to the extent of the remaining shares covered by his
option, whether or not such shares had become purchasable by such
employee at the date of his death, but subject to the ordering
rule in paragraph 6, or (ii) if death occurs during such three-
month period, to the extent of the number of shares purchasable
by such employee pursuant to the provisions of paragraph 9 hereof
at the date of his death.
11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
Notwithstanding any other provision of the Plan, each option
agreement may contain such provision as the Committee shall
determine to be appropriate for the adjustment of the number,
class and purchase price of shares subject to and purchasable
upon any exercise of such option in the event of changes in the
outstanding Common Stock of the Company by reason of any stock
dividend, split-up, recapitalization, merger, consolidation,
combination or exchange of shares, and the like or in the event
of a Change in Control of the Company, and in the event of any
such change in the outstanding Common Stock of the Company or
Change in Control of the Company, the aggregate number and class
of shares of the Company or of the parent of the Company
available under the Plan, the Maximum Annual Employee Grant and
the purchase price of such shares shall be appropriately adjusted
by the Committee, whose determination shall be conclusive.
12. MCCAW TRANSACTIONS
Notwithstanding anything contained in this Plan to the
contrary, if (i) a Change in Control, as defined in paragraph 6
hereof, results in the consolidation or merger of the Company
with McCaw or a successor to McCaw's rights and obligations under
the Private Market Value Guarantee dated December 11, 1989 (a
"PMVG Successor") and McCaw or a PMVG Successor is the continuing
or surviving corporation as described in paragraph 6 hereof or
(ii) McCaw or a PMVG Successor becomes the beneficial owner of
securities of the Company representing 80% or more of the
combined voting power of the Company's then outstanding
securities as described in paragraph 6 hereof (other than by
reason of the sale of the Company in accordance with Section 2(f)
of the Private Market Value Guarantee dated December 11, 1989
A-8
<PAGE>
<PAGE> 9
(the "Private Market Sale")), in lieu of any other benefit
payable under this Plan, each option outstanding under this Plan
shall be converted into an option to purchase a number of shares
of Class A Common Stock of McCaw or common stock of any such PMVG
Successor (or, in the event that McCaw or any such PMVG Successor
is not publicly traded, the common stock of the ultimate publicly
traded parent thereof) ("McCaw Stock") determined by multiplying
the number of shares subject to that portion of the option which
remains outstanding but unexercised by a fraction, the numerator
of which is the fair market value on the date of the Change in
Control of a share of the Common Stock and the denominator of
which is the fair market value of a share of McCaw Stock on the
date of the Change in Control. The option price per share of
McCaw Stock shall be equal to the product of the per share
exercise price of the option multiplied by a fraction, the
numerator of which is the fair market value of a share of McCaw
Stock and the denominator of which is the fair market value of a
share of the Common Stock on the date of the Change in Control.
For purposes of this paragraph 12, the fair market value of
Common Stock and McCaw Stock shall be equal to the closing price
thereof on the relevant date or, if no such shares have been
traded on the relevant date, the average of the last reported bid
and asked price thereof on the relevant date. Similarly, if a
Change in Control results from a Private Market Sale, upon a vote
by a majority of the Independent Directors (as defined in the
Private Market Value Guarantee) each option outstanding under
this Plan shall be changed into an option to purchase the common
stock of the ultimate parent of the acquiring entity, the common
stock of which is publicly traded on the same basis as set forth
above in this paragraph; provided that if no such conversion is
approved by the Independent Directors, the Company shall have the
right (but not the duty) to cancel each such option in exchange
for a payment in cash equal to the excess of the purchase price
in the Private Market Sale over the exercise price of such
option. For purposes of this paragraph 12, a Change in Control
shall be deemed to have occurred regardless of whether the
Disinterested Directors adopt a resolution declaring that such
event or occurrence shall not constitute a Change in Control.
13. ADOPTION OF PLAN
The Plan shall be adopted as of the date of its approval by
the Board of Directors.
14. TERMINATION AND AMENDMENT
Unless the Plan shall theretofore have been terminated as
hereinafter provided, it shall terminate on, and no option shall
be granted thereunder after, February 28, 1999. The Plan may be
terminated, modified, or amended by the stockholders of the
Company. The Board of Directors of the Company may terminate the
Plan or make such modifications or amendments thereof as it shall
A-9
<PAGE>
<PAGE> 10
deem advisable, including such modifications or amendments as it
shall deem advisable in order to conform to any change in any law
or regulation applicable thereto; PROVIDED, HOWEVER, that the
Board of Directors may not, without further approval by the
holders of a majority of the voting stock of the Company voting
in person or by proxy at a duly held meeting of stockholders,
adopt any amendment which would require stockholder approval
under any applicable law or regulation including but not limited
to Rule 16-3 under Section 16(b) of the Exchange Act. No
termination, modification or amendment of the Plan may, without
the consent of the employee to whom any option shall theretofore
have been granted, adversely affect the rights of such employee
under such option. Any amendment made to the Plan which would
constitute a "modification" to incentive stock options
outstanding on the date of such amendment, shall not be
applicable to such outstanding incentive stock options, but shall
have prospective effect only, unless the holder of the option
agrees otherwise.
A-10
<PAGE> 1 Exhibit 5
October 3, 1995
AT&T Corp.
32 Avenue of the Americas
New York, NY 10022
Dear Sirs:
I am familiar with the Registration Statement on
Form S-8 of AT&T Corp. (the "Company") which the Company
proposes to file with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended,
registering up to 2,739,481 common shares (par value $1 per
share) of the Company ("the Shares") which may be offered
and sold by the Company upon the exercise of stock options
granted under the Amended and Restated 1969 Stock Option
Plan of LIN Broadcasting Corporation (the "Plan"). The
Shares are being offered as a result of a merger (the
"Merger) of a wholly-owned subsidiary of AT&T Wireless
Services, Inc. ("AT&T Wireless") into LIN Broadcasting
Corporation a Delaware corporation ("LIN"), in accordance
with the terms of an Agreement and Plan of Merger dated
April 28, 1995, as amended and restated June 30, 1995, among
LIN, AT&T Wireless, and two subsidiaries of AT&T Wireless
(the "Merger Agreement"). Pursuant to the Merger, each
outstanding option issued pursuant to the Plan will no
longer be exercisable for shares of LIN common stock, but
instead, will constitute an option to acquire, on the same
terms and conditions as were applicable under such option,
Shares in lieu of shares of LIN Common Stock, in numbers and
with exercise prices as provided in the Merger Agreement.
The Shares issued under the Plan may be authorized and
unissued shares or treasury shares.
I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
New York;
<PAGE>
<PAGE> 2
2. the offer and sale of the Shares upon the exercise of
stock options granted under the Plan have been duly
authorized by the Company;
3. when offered and sold in accordance with the Merger
Agreement and the resolutions of the Board of Directors of
the Company relating to the offer and sale of Shares
thereunder, Shares which are newly issued will be duly
authorized, and, upon the exercise of options granted under
the Plan, will be legally issued, fully paid and non-assessable;
In giving the foregoing opinion I have relied on an
opinion dated today of H. John Hokenson, General Attorney,
AT&T Corp.
I hereby consent to the filing of this opinion with the
SEC in connection with the 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
24, 1995, 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, 1994.
COOPERS & LYBRAND L.L.P.
New York, New York
October 3, 1995
<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 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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 with
respect to the above-described common shares, and thereafter to
execute and file any amended registration statement or statements
with respect thereto, hereby giving and granting to said
attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises, as fully, to all
intents and purposes, as 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 26th day of September, 1995.
R. E. Allen
Chairman of the Board and Director
<PAGE>
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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,
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 25th day of September, 1995.
R. W. Miller
Executive Vice President and
Chief Financial Officer
<PAGE>
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 28th day of September, 1995.
M. B. Tart
Vice President and Controller
<PAGE>
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 28th day of September, 1995.
M. Kathryn Eickhoff
Director
<PAGE>
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 25th day of September, 1995.
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 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 29th day of September, 1995.
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 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 29th day of September, 1995.
Carla A. Hills
Director
<PAGE>
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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, 1995.
Belton K. Johnson
Director
<PAGE>
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 28th day of September, 1995.
Drew Lewis
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 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 29th day of September, 1995.
Victor A. Pelson
Director
<PAGE>
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 25th day of September, 1995.
Donald S. Perkins
Director
<PAGE>
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 29th day of September, 1995.
Henry B. Schacht
Director
<PAGE>
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 29th day of September, 1995.
Michael I. Sovern
Director
<PAGE>
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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, 1995.
Franklin A. Thomas
Director
<PAGE>
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 27th day of September, 1995.
Joseph D. Williams
Director
<PAGE>
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to up to 3.5 million common
shares to be offered under the Amended and Restated 1969 Stock
Option Plan of LIN Broadcasting Corporation; 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, 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 25th day of September, 1995.
Thomas H. Wyman
Director
