<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AT&T CORP.
<TABLE>
<S> <C>
A NEW YORK I.R.S. EMPLOYER
CORPORATION NO. 13-4924710
</TABLE>
32 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK 10013-2412
(212-387-5400)
AGENT FOR SERVICE
S.L. PRENDERGAST
VICE PRESIDENT AND TREASURER
------------------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
Marilyn J. Wasser
Vice President -- Law and Secretary
AT&T Corp.
131 Morristown Road
Basking Ridge, NJ 07920
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box / /.
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Common Shares, par value 5,000,000
$1.00. per share............. shares 51 11/16 258,437,500 89,117.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
AT&T CORP.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501 OF REGULATION S-K
<TABLE>
<CAPTION>
S-4 ITEM NUMBER AND HEADING LOCATION IN PROSPECTUS
- ------------------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................... Forepart of the Registration Statement and Outside Front
Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front and Outside Back Cover Pages
3. Risk Factors, Ratio of Earnings to Fixed Charges
and Other Information............................ *
4. Terms of the Transaction.......................... *
5. Pro Forma Financial Information................... *
6. Material Contacts with the Company Being
Acquired......................................... *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters.... *
8. Interests of Named Experts and Counsel............ *
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... *
10. Information with Respect to S-3 Registrants....... *
11. Incorporation of Certain Information by
Reference........................................ Incorporation of Certain Documents by Reference
12. Information with Respect to S-2 or S-3
Registrants...................................... *
13. Incorporation of Certain Information by
Reference........................................ *
14. Information with Respect to Registrants Other than
S-2 or S-3 Registrants........................... *
15. Information with Respect to S-3 Companies......... *
16. Information with Respect to S-2 or S-3
Companies........................................ *
17. Information with Respect to Companies Other than
S-3 or S-2 Companies............................. *
18. Information if Proxies, Consents or Authorizations
are to be Solicited.............................. *
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange
Offer............................................ *
</TABLE>
- ------------------------
* Not applicable or answer negative upon the date of filing of this Registration
Statement. The Registrant may be required to provide information (or further
information) in response to one or more of such items under certain
circumstances by means of a post-effective amendment to this Registration
Statement or supplement to the prospectus contained herein.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1995
PROSPECTUS
5,000,000 SHARES
[LOGO]
AT&T Corp.
COMMON SHARES
(PAR VALUE $1.00 PER SHARE)
------------------------
AT&T Corp., a New York corporation ("AT&T" or the "Company"), has registered
5,000,000 shares of its common stock, $1.00 par value per share (the "Common
Shares"), which may from time to time be offered by this Prospectus principally
in connection with the formation or the acquisition, directly or indirectly, of
entities or interests in entities which have received or may receive a license
from the Federal Communications Commission (the "FCC") to provide cellular
service. Such shares may be issued in exchange for the shares of common stock
(by merger or otherwise), partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, or in
exchange for assets used in or related to the business of such entities. In
general, the terms of such acquisitions will be determined by direct
negotiations between representatives of the Company and the owners of the
businesses or properties to be acquired or, in the case of entities which are
more widely held, through exchange offers to stockholders or documents
soliciting the approval of statutory mergers, consolidations or sales of assets.
Underwriting discounts or commissions will generally not be paid by the Company.
This Prospectus does not cover any resale of Common Shares, and no person is
authorized to make use of this Prospectus in connection with any such resale or
distribution.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
, 1995
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information..................................................................................... 3
Incorporation of Documents by Reference................................................................... 3
The Company............................................................................................... 4
The Offering.............................................................................................. 4
Description of Common Shares of AT&T...................................................................... 5
For Florida Residents..................................................................................... 5
Legal Opinions............................................................................................ 5
Experts................................................................................................... 6
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
AT&T is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended ("Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Such reports, proxy statements and other information filed
by AT&T can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, and at the regional offices of the SEC located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such
material can also be inspected at the New York, Boston, Chicago, Pacific and
Philadelphia Stock Exchanges. Copies of such material can also be obtained at
the prescribed rates from the Public Reference Section of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC (File
No. 1-1105) and are incorporated herein by reference.
(1)AT&T's Annual Report on Form 10-K for the year 1993;
(2)AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31,
1994, June 30, 1994 and September 30, 1994; and
(3)AT&T's Current Reports on Form 8-K dated January 14, 1994, January 27,
1994, March 4, 1994, March 23, 1994, April 5, 1994, August 16, 1993, as
amended (filed April 19, 1994), April 22, 1994, August 16, 1993, as
amended (filed May 20, 1994), May 26, 1994, July 15, 1994, August 16,
1993, as amended (filed August 23, 1994), August 25, 1994, September 14,
1994, September 19, 1994, October 26, 1994, December 8, 1994, December
13, 1994, October 26, 1994, as amended (filed December 27, 1994), January
24, 1995 and January 24, 1995, as amended (filed January 26, 1995).
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Shares shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the date
of filing of such documents: PROVIDED, HOWEVER, that the documents enumerated
above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made hereby is
in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K
covering such year shall not be incorporated by reference herein or be a part
hereof from and after the filing of such Annual Report on Form 10-K. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
COPIES OF THE ABOVE DOCUMENTS AND THE 1993 AT&T ANNUAL REPORT TO SHAREOWNERS
MAY BE OBTAINED UPON REQUEST WITHOUT CHARGE FROM THE SECRETARY'S DEPARTMENT,
AT&T, ROOM 2420E, 32 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10013-2412
(TELEPHONE NUMBER 212-387-5400).
------------------------
3
<PAGE>
THE COMPANY
AT&T was incorporated on March 3, 1885 under the laws of the State of New
York and has its principal executive offices at 32 Avenue of the Americas, New
York, New York 10013-2412 (telephone number 212-387-5400).
AT&T is a major participant in two industries: the global information
movement and management industry and the financial services and leasing
industry.
In the global information movement and management industry, AT&T's services
and products include: voice, data and image telecommunications services that can
be used with the telecommunications and information products or systems of AT&T
and others; telecommunications products and systems, ranging from voice
instruments to complex network switching and transmission systems; computer
products and systems; products which combine communications and computing;
installation, maintenance and repair services for communication and computer
products, optical fiber and cable; and components for high-technology products
and systems. The above-described services and products are designed to meet the
needs of broad categories of customers; the users of telecommunications and
information services, including residential, business and government customers;
the providers of telecommunications and information services, including
telephone companies and other telecommunications agencies around the world; and
the manufacturers of telecommunications, data processing and other electronic
equipment.
In the financial services and leasing industry, AT&T through AT&T Capital
Corporation, a subsidiary 86 percent of which AT&T owns and its subsidiaries,
provides direct financing and finance leasing programs for AT&T's own products
and the products of other companies, leases products to customers under
operating leases, and through AT&T Universal Card Services Corp., a wholly owned
subsidiary of AT&T, is in the general-purpose credit card business.
THE OFFERING
This Prospectus relates to 5,000,000 Common Shares, which the Company
proposes to issue in a program of acquisitions of entities or interests in
entities which have received or may receive a license from the FCC to provide
cellular service. The consideration for any acquisition may consist of cash,
notes or other evidences of debt, assumptions of liabilities, equity securities
or a combination thereof, as determined from time to time by negotiations
between the Company or one of its subsidiaries and the owners of businesses or
properties to be acquired. In general, the terms of acquisitions will be
determined by direct negotiations between the representatives of the Company or
one of its subsidiaries and the owners of the businesses or properties to be
acquired or, in the case of entities which are more widely held, through
exchange offers to stockholders or documents soliciting approval of statutory
mergers, consolidations or sales of assets. Underwriting discounts or
commissions will generally not be paid by the Company.
This Prospectus does not cover any resale of Common Shares, and no person is
authorized to make use of this Prospectus in connection with any such resale or
distribution.
RESTRICTIONS ON RESALE OF COMMON SHARES
The Common Shares offered hereby are registered under the Securities Act of
1933, as amended ("Securities Act"), but this registration does not cover resale
or distribution by the person who receives Common Shares issued by the Company
in its acquisitions. Affiliates of entities acquired by the Company may not
resell Common Shares registered under the Registration Statement to which this
Prospectus relates except pursuant to an effective registration statement under
the Securities Act covering such shares, or in compliance with Rule 145
promulgated under the Securities Act or another applicable exemption from the
registration requirements of the Securities Act. Generally, Rule 145 permits
such affiliates to sell such shares immediately following the acquisition in
compliance with certain volume limitations and manner of sale requirements.
Under Rule 145, sales by such affiliates
4
<PAGE>
during any three-month period cannot exceed the greater of (i) 1% of the shares
of common stock of the Company outstanding (approximately 15.7 million shares,
assuming 1,569 million shares remain outstanding) and (ii) the average weekly
reported volume of trading of such shares of common stock on all national
securities exchanges during the four calendar weeks preceding the proposed sale.
These restrictions will cease to apply under most other circumstances if the
affiliate has held the Common Shares for at least two years, provided that the
person or entity is not then an affiliate of the Company. Individuals who are
not affiliates of the entity being acquired will not be subject to resale
restrictions under Rule 145 and may resell Common Shares immediately following
the acquisition without an effective registration statement under the Securities
Act.
DESCRIPTION OF COMMON SHARES OF AT&T
All common shares (par value $1 per share) of AT&T are entitled to
participate equally in dividends. Each shareowner has one vote for each share
registered in the shareowner's name. All common shares would rank equally on
liquidation, and common shares (including the Common Shares offered by this
Prospectus) are fully-paid and non-assessable by AT&T. Holders of common shares
have no preemptive rights.
AT&T is authorized to issue common shares under the Shareowner Dividend
Reinvestment and Stock Purchase Plan and various employee benefit plans of AT&T
and its subsidiaries.
CERTAIN PREFERENTIAL RIGHTS OF HOLDERS OF PREFERRED SHARES
AT&T's authorized capital includes a class of 100,000,000 preferred shares,
par value $1 per share, issuable in series, cumulative as to dividends and
having an authorized maximum liquidation preference of $8,000,000,000. The
preferred shares rank prior to the common shares both as to dividends and on
liquidation. There are no preferred shares issued and outstanding. AT&T's Board
of Directors is authorized to establish the number of shares, designations,
relative rights, preferences and limitations, including voting and conversion
rights, of any future series of preferred shares.
FOR FLORIDA RESIDENTS
AT&T provides telecommunications services between the United States and Cuba
jointly with Empresa de Telecomunicaciones Internacionales de Cuba
("EMTELCUBA"), the Cuban telephone company, pursuant to all applicable U.S. laws
and regulations. All payments due EMTELCUBA are handled in accordance with the
provisions of the Cuban Assets Control Regulations and the Cuban Democracy Act
of 1992 and specific licenses issued thereunder. AT&T is the sole owner of the
Cuban American Telephone and Telegraph Company ("CATT"), a Cuban corporation.
CATT owns cable facilities between the United States and Cuba that were
activated on November 25, 1994.
This information is accurate as of the date hereof. Current information
concerning AT&T's business dealings with the government of Cuba or with any
person or affiliate located in Cuba may be obtained from the Division of
Securities and Investor Protection of the Florida Department of Banking and
Finance, the Capitol, Tallahassee, Florida 32399-0530, telephone number (904)
488-9805.
LEGAL OPINIONS
Marilyn J. Wasser, Vice President--Law and Secretary of AT&T, is passing
upon the legality of the Common Shares for the Company. As of January 31, 1995,
Marilyn J. Wasser owned 3,019 common shares of AT&T and had options to acquire
19,329 common shares of AT&T.
5
<PAGE>
EXPERTS
The restated consolidated financial statements and restated consolidated
financial statement schedules of AT&T and its subsidiaries at December 31, 1993
and 1992 and for the years ended December 31, 1993, 1992 and 1991, included in
AT&T's Current Report on Form 8-K, dated October 26, 1994, as amended (filed
December 27, 1994), have been incorporated herein by reference in reliance upon
the report of Coopers & Lybrand L.L.P., independent auditors, which report
includes an explanatory paragraph regarding AT&T's change in 1993 in methods of
accounting for postretirement benefits, postemployment benefits and income
taxes, given on the authority of that firm as experts in accounting and
auditing.
6
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or officer of
a corporation is entitled, under specified circumstances, to indemnification by
the corporation against reasonable expenses, including attorney's fees, incurred
by him in connection with the defense of a civil or criminal proceeding to which
he has been made, or threatened to be made, a party by reason of the fact that
he was such director or officer. In certain circumstances, indemnity is provided
against judgments, fines and amounts paid in settlement. In general,
indemnification is available where the director or officer acted in good faith,
for a purpose he reasonably believed to be in the best interests of the
corporation. Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Sections 715, 717 and 721-725
of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an agreement providing for
such indemnification, to the fullest extent permitted by applicable law, to
provide indemnification and to advance expenses to 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.
The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act, which might be incurred by them in such capacities and
against which they cannot be indemnified by the registrant.
Any underwriters who execute the agreement filed as Exhibit 1 to this
registration statement will agree to indemnify the registrant and registrant's
directors and its officers who signed the registration statement against certain
liabilities which might arise under the Securities Act from information
furnished to the registrant by or on behalf of any such indemnifying party.
II-1
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
The exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<S> <C>
4 Restated Certificate of Incorporation of the registrant filed January 10, 1989, Certificate of Change
to Restated Certificate of Incorporation dated March 18, 1992, Certificate of Amendment to Restated
Certificate of Incorporation dated June 1, 1992, and Certificate of Amendment of 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 being registered.
23A Consent of Coopers & Lybrand.
23B Consent of Marilyn J. Wasser, Vice President--Law and Secretary of the registrant, is contained in
opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by the directors and officers who signed this registration statement.
</TABLE>
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(1)For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section 13(a)
or 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.
--------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors and officers of the registrant pursuant to the
provisions referred to in the first, second, third and fifth paragraphs of Item
15 above or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the 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 or officer of the registrant in the successful
defense of any action, suit or proceeding) is asserted against the registrant by
such director or officer 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 Securities Act and will be governed by the final adjudication
of such issue.
II-2
<PAGE>
SIGNATURES
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-4 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
16TH DAY OF FEBRUARY, 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.
<TABLE>
<S> <C> <C>
By: (S.L. Prendergast
ATTORNEY-IN-FACT)*
PRINCIPAL EXECUTIVE OFFICER: February 16, 1995
R.E. Allen Chairman of the Board
PRINCIPAL FINANCIAL OFFICER:
R.W. Miller Executive Vice President
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
M.B. Tart Vice President
and Controller
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
Joseph D. Williams
Thomas H. Wyman
* by power of attorney
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<S> <C>
4 Restated Certificate of Incorporation of the Registrant filed January 10, 1989, Certificate of Change
to Restated Certificate of Incorporation dated March 18, 1992, Certificate of Amendment to Restated
Certificate of Incorporation dated June 1, 1992, and Certificate of Amendment of 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 being registered.
23A Consent of Coopers & Lybrand.
23B Consent of Marilyn J. Wasser, Vice President--Law and Secretary of the registrant, is contained in
opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by the directors and officers who signed this registration statement.
</TABLE>
II-4
<PAGE>
Exhibit 5
[AT&T Corp. Letterhead]
February 16, 1995
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-4 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
5 million common shares (par value $1 per share) of the Company (the "Shares")
which may be offered and sold by the Company in connection with the Company's
program of acquisitions of cellular service properties, 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. when sold in accordance with resolutions of the Board of Directors
relating to the offer, sale and issuance of the Shares, the Shares will be
legally issued, fully paid and nonassessable.
In giving the foregoing opinion, I have relied on an opinion of H.
John Hokenson, General Attorney, AT&T Corp., to the undersigned and the Company,
dated today.
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>
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
-------
We consent to the incorporation by reference in this registration statement
on Form S-4 of AT&T Corp. and its subsidiaries (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 (notes 4, 21, and 22 are dated September 19,
1994), on our audits of the consolidated financial statements and consolidated
financial statement schedules of the Company, which are included or incorporated
by reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 and included in Form 8-K, dated October 28, 1994 (as amended
on December 27, 1994). We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
February 16, 1995
<PAGE>
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 5 million common shares to
be offered in connection with the acquisition of entities licensed to provide
cellular service, which shares shall be offered in exchange for shares of common
stock, partnership interests or other assets representing an interest in such
entities; and
WHEREAS, the undersigned is both a director and an officer of the Company,
as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorney for him
and in his name, place and stead, and in his capacity as both a director and an
officer of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
R. E. Allen
Chairman of the Board and Director
<PAGE>
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 5 million common shares to
be offered in connection with the acquisition of entities licensed to provide
cellular service, which shares shall be offered in exchange for shares of common
stock, partnership interests or other assets representing an interest in such
entities; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints M. B. TART
and S. L. PRENDERGAST, and each of them, as attorneys for him and in his name,
place and stead, and in his capacity as an officer of the Company, to execute
and file any such registration statement, including the related prospectus or
prospectuses, with respect to the above-described common shares, and thereafter
to execute and file any amended registration statement or statements, with
respect thereto and any amended prospectus or prospectuses, or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of February, 1995.
R. W. Miller
Executive Vice President and
Chief Financial Officer
<PAGE>
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 5 million common shares to
be offered in connection with the acquisition of entities licensed to provide
cellular service, which shares shall be offered in exchange for shares of common
stock, partnership interests or other assets representing an interest in such
entities; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER and S. L. PRENDERGAST, and each of them, as attorneys for her and in her
name, place and stead, and in her capacity as an officer of the Company, to
execute and file any such registration statement, including the related
prospectus or prospectuses, with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto and any amended prospectus or prospectuses, or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as she might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
M. B. Tart
Vice President and Controller
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
M. Kathryn Eickhoff
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 8th day of February, 1995.
Walter Y. Elisha
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 8th day of February, 1995.
Philip M. Hawley
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of February, 1995.
Belton K. Johnson
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 13th day of February, 1995.
Drew Lewis
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of February, 1995.
Victor A. Pelson
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
Henry B. Schacht
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
Michael I. Sovern
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
Franklin A. Thomas
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
Joseph D. Williams
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
Thomas H. Wyman
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of February, 1995.
Carla A. Hills
Director
<PAGE>
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 5 million common shares
to be offered in connection with the acquisition of entities licensed to
provide cellular service, which shares shall be offered in exchange for shares
of common stock, partnership interests or other assets representing an interest
in such entities; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him
or her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement,
including the related prospectus or prospectuses, with respect to the above-
described common shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto and any amended
prospectus or prospectuses, or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he or she might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 9th day of February, 1995.
Donald S. Perkins
Director
