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
------------
Shares Issuable Under the Stock Option Plan of the
AT&T 1997 Long Term Incentive Program
------------
Agent for Service
Edward M. Dwyer, 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 + per share* + price* + fee
===============================================================================
AT&T Corp. + + + +
shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
+ + + +
+ 20,000,000 + $ 35 3/4 + $715,000,000 + $216,667
===============================================================================
*Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the average of
the high and low sale prices of the common stock, par value $1 per share, of
AT&T Corp. on the New York Stock Exchange on June 3, 1997.
------------
<PAGE>
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, 1996;
(2) AT&T's Quarterly Report on Form 10-Q for the period ended March 31, 1997;
and
(3) AT&T's Current Reports on Form 8-K dated January 15, 1997 and
March 3, 1997;
(4) The description of AT&T Common Stock contained in the registration
statement filed under the Securities Exchange Act of 1934, as amended
("Exchange Act"), including any amendment or report filed for the purpose
of updating such description.
All documents, filed subsequent to the date hereof by AT&T with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment hereto which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); PROVIDED, HOWEVER, that the documents enumerated
above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made hereby is
in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or officer of
a corporation is entitled, under specified circumstances, to indemnification by
the corporation against reasonable expenses, including attorney's fees, incurred
by him/her in connection with the defense of a civil or criminal proceeding to
which he/she has been made, or threatened to be made, a party by reason of the
fact that he/she was such director or officer. In certain circumstances,
indemnity is provided against judgments, fines and amounts paid in settlement.
In general, indemnification is available where the director or officer acted in
good faith, for a purpose he/she reasonably believed to be in the best interests
of the corporation. Specific court approval is required in some cases. The
foregoing statement is subject to the detailed provisions of Sections 715, 717
and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an agreement providing for
such indemnification, to the fullest extent permitted by applicable law, to
provide indemnification and to advance expenses to its directors and officers in
respect of claims, actions, suits or proceedings based upon, arising from,
relating to or by reason of the fact that any such director or officer serves or
served in such capacity with AT&T or at the request of AT&T in any capacity with
any other enterprise.
AT&T has entered into contracts with its officers and directors, pursuant
to the provisions of bcl section 721, by which it will be obligated to indemnify
such persons, to the fullest extent permitted by the bcl, against expenses,
fees, judgments, fines and amounts paid in settlement in connection with any
present or future threatened, pending or completed action, suit or proceeding
based in any way upon or related to the fact that such person was an officer or
director of AT&T or, at the request of AT&T, an officer, director or other
partner, agent, employee or trustee of another enterprise. The contractual
indemnification so provided will not extend to any situation where a judgment or
other final adjudication adverse to such person establishes that his/her acts
were committed in bad faith or were the result of active and deliberate
dishonesty or that there inured to such person a financial profit or other
advantage.
<PAGE>
The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act of 1933 ("1933 Act"), which might be incurred by them
in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
------
4 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 is contained in the opinion of counsel
filed as Exhibit 5.
24 Power of Attorney executed by officers and directors who signed this
registration statement.
<PAGE>
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;
(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.
<PAGE>
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 June
5, 1997.
AT&T CORP.
/s/ E. M. Dwyer
-------------------------------
By: E. M. Dwyer, 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: #
#
Senior Executive #
D. E. Somers Vice President and #
Chief Financial #
Officer #
###
#
# /s/ Edward M. Dwyer
# -----------------------
# By Edward M. Dwyer
# (attorney-in-fact)*
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # June 5, 1997
#
Directors: #
#
R. E. Allen #
Kenneth T. Derr #
M. Kathryn Eickhoff #
Walter Y. Elisha #
George M. C. Fischer #
Ralph S. Larsen #
Michael I. Sovern #
John R. Walter # *by power of attorney
Thomas H. Wyman #
<PAGE>
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4 Restated Certificate of Incorporation of the registrant filed
January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992, Certificate
of Amendment to Restated Certificate of Incorporation dated
June 1, 1992, and Certificate of Amendment to the Certificate
of Incorporation dated April 20, 1994, (Exhibit 4-B to
Registration Statement No. 33-53765).
5 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Power of Attorney executed by officers and directors who
signed this registration statement.
Exhibit 5
Marilyn J. Wasser AT&T LOGO
Vice President - Law 32 Avenue of the Americas
and Secretary New York, NY 10013-2412
212-387-5420
June 5, 1997
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-8 which AT&T Corp.
(the "Company") proposes to file with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended, registering 20 million
common shares (par value $1 per share) of the Company (the "Shares") which may
be offered and sold by the Company under the Stock Option Plan of the AT&T 1997
Long Term Incentive Program (the "Plan"), which Shares, under the terms of the
Plan may be authorized and unissued shares or treasury shares, I am of the
opinion that:
1. the Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York;
2. all proper corporate proceedings have been taken so that any
Shares to be offered and sold which are newly issued have been duly authorized
and, upon sale and payment therefor in accordance with the Plan and the
resolutions of the Board of Directors relating to the offering and sale of
common shares thereunder, will be legally issued, fully paid and nonassessable.
In giving the foregoing opinion, I have relied on the 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,
/s/ Marilyn J. Wasser
----------------------
By: Marilyn J. Wasser
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
--------
We consent to the incorporation by reference in this registration statement
of AT&T Corp. (the "Company") on Form S-8 of our reports dated January 22, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of the Company as of December 31, 1996 and 1995, and for the years
ended December 31, 1996, 1995 and 1994 which reports are incorporated by
reference in the Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
New York, New York
June 6, 1997
Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as
Exhibit 5-A.
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 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; 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 D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his capacity as both a director and an
officer of the Company, to execute and file any such registration statement with
respect to the above-described common shares, and thereafter to execute and file
any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of May, 1997.
/s/ R. E. Allen
--------------------------
By: 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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his capacity as both a director and an
officer of the Company, to execute and file any such registration statement with
respect to the above-described common shares, and thereafter to execute and file
any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of May, 1997.
/s/ J. R. Walter
---------------------
By: J. R. Walter
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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; 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 E. M. DWYER, and each of them, as attorneys for him and in his name, place
and stead, and in his capacity as an officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares, and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of May, 1997.
/s/ D. E. Somers
-----------------
By: D. E. Somers
Senior 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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS and E. M. DWYER, and each of them, as attorneys for her and in her name,
place and stead, and in her capacity as an officer of the Company, to execute
and file any such registration statement with respect to the above-described
common shares, and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or supplements to any
of the foregoing, hereby giving and granting to said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of May, 1997.
/s/ M. B. Tart
--------------------
By: 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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 30th day of May, 1997.
/s/ Kenneth T. Derr
--------------------
By: Kenneth T. Derr
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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 30th day of May, 1997.
/s/ M. Kathryn Eickhoff
------------------------
By: 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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 23rd day of May, 1997.
/s/ Walter Y. Elisha
---------------------
By: 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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of May, 1997.
/s/ George M. C. Fischer
-------------------------
By: George M. C. Fischer
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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 29th day of May, 1997.
/s/ Ralph S. Larsen
-----------------------
By: Ralph S. Larsen
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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 4th day of June, 1997.
/s/ Michael I. Sovern
----------------------
By: 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 up to 20 million common
shares to be offered under the AT&T 1997 Long Term Incentive Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of May, 1997.
/s/ Thomas H. Wyman
-------------------
By: Thomas H. Wyman
Director