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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 15, 1997
AT&T CORP.
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Telephone Number (212) 387-5400
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Form 8-K AT&T Corp.
January 15, 1997
Item 5. Other Events.
On January 15, 1997, AT&T Corp. amended its bylaws to provide that no business
may be brought before an annual meeting except as specified in the notice of the
meeting (which includes shareholder proposals that the Company is required to
set forth in its proxy statement under Rule 14a-8 of the Securities Exchange Act
of 1934) or as otherwise brought before the meeting by or at the direction of
the board of directors or by a shareholder entitled to vote who has delivered
notice to AT&T (containing certain information specified in the bylaws) not less
than 90 nor more than 120 days prior to the first anniversary of the preceding
year's annual meeting. These requirements are separate and apart from and in
addition to the SEC's requirements that a shareholder must meet in order to have
a shareholder proposal included in the Company's proxy statement under Rule
14a-8.
Item 7. Financial Statements and Exhibits.
(C) Exhibits.
Exhibit 3(ii) AT&T Corp. Bylaws, as amended January 15, 1997.
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Form 8-K AT&T Corp.
January 15, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AT&T CORP.
/s/ Marilyn J. Wasser
By: Marilyn J. Wasser
Vice President and Secretary
February 11, 1997
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EXHIBIT INDEX
Exhibit
Number
- -------
3(ii) AT&T Corp. Bylaws, as amended January 15, 1997.
BY-LAWS
as amended by
BOARD OF DIRECTORS, January 15, 1997
Article I
Meeting of Shareholders
Section 1. The annual meeting of the shareholders shall be held in May
each year on such day, at such time and at such place as shall be designated in
the notice of the meeting.
A notice of the annual meeting as approved by the Board of Directors shall
be mailed not less than ten nor more than fifty days before the meeting,
directed to each shareholder entitled to vote at said meeting at his address as
it appears on the record of shareholders unless he shall have filed with the
Secretary a written request that notices intended for him be mailed to some
other address, in which case it shall be directed to him at such other address.
Section 2. The Board of Directors may fix, in advance, a date not more
than fifty nor less than ten days before the date of any meeting of the
shareholders as the record date for determination of shareholders entitled to
notice of or to vote at such meeting, and only shareholders of record on such
date shall be entitled to notice of or to vote at such meeting.
Section 3. Special meetings of the shareholders may be called at any time
by either the Chairman of the Board or the Board of Directors, and shall be
called upon a request to the Chairman of the Board or Secretary, signed by
shareholders representing at least one-third of the shares. Any such request
shall specify the time and the purpose or purposes of the proposed meeting. The
meeting shall be held at such place within or without the State of New York as
may be designated in the notice of the meeting.
A notice of not less than ten nor more than fifty days shall be given by
mail for each special meeting, in the manner provided for notice of the annual
meeting. Such notice shall state the purpose or purposes for which the meeting
is called and the time when and the place where it is to be held and shall
indicate that the notice is being issued by or at the direction of the person or
persons calling the meeting.
Section 4. Failure to receive notice of any meeting shall not invalidate
the meeting.
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Section 5. Notice of shareholders business at annual meetings of
shareholders shall be governed by the provisions of this By-Law.
(1) The proposal of business to be considered by the shareholders may be
made at an annual meeting of shareholders (a) pursuant to the
company's notice of meeting pursuant to Section 1 of this Article I
of these By-Laws, by or at the direction of the Board of Directors or
(c) by any shareholder of the company who was a shareholder of record
at the time of giving notice provided for in this By-Law, who is
entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-Law.
(2) For business to be properly brought before an annual meeting by a
shareholder pursuant to clause (c) of paragraph (1) of this By-Law,
the shareholder must have given timely notice thereof in writing to
the Secretary of the company and such business must otherwise be a
proper matter for shareholder action. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive
offices of the company not later than the close of business on the
90th calendar day nor earlier than the close of business on the 120th
calendar day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 calendar days before or more than
60 calendar days after such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the
close of business on the 120th calendar day prior to such annual
meeting but not later than the close of business on the later of the
90th calendar day prior to such annual meeting or the 10th calendar
day following the calendar day on which public announcement of the
date of such meeting is first made by the Company. In no event shall
the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice
as described above. Such shareholder's notice shall set forth (a) as
to any description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such shareholder and
beneficial owner, if any, on whose behalf the proposal is made; and
(b) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the
name and address of such shareholder, as they appear on the Company's
books, and of such beneficial owner and (ii) the class and number of
shares of the Company which are owned beneficially and of record by
such shareholder and such beneficial owner.
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ARTICLE II.
The Conduct of Shareholders' Meetings
At all meetings of the shareholders, the holders of forty per centum of
the shares entitled to vote thereat shall constitute a quorum, except as
otherwise required by law; but the shareholders present may adjourn the meeting
to another time or place despite the absence of a quorum. Every shareholder
entitled to vote shall be entitled to one vote for each share standing in his
name on the record of shareholders; and every shareholder entitled to vote may
vote in person or by proxy.
All elections by shareholders shall be by ballot.
ARTICLE III.
Inspectors
The Board of Directors, in advance of any shareholders' meeting, shall
appoint three Inspectors to act at the meeting or any adjournment thereof. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.
ARTICLE IV.
The Board of Directors
Section 1. The business of the company shall be managed under the
direction of its Board of Directors, who shall be elected by the shareholders at
the annual meeting.
Section 2. The number of Directors shall be not less than ten nor more
than twenty-five, the exact number of Directors within such minimum and maximum
limits to be fixed and determined by the vote of a majority of the entire Board.
In case of any increase in the number of Directors, the additional Directors may
be elected by a majority of the Directors then in office.
Section 3. Any vacancy in the Board may be filled by a majority vote of
the remaining Directors, though less than a quorum.
ARTICLE V.
Meetings of Directors
Section 1. Regular meetings shall be held at such times and places as the
Board may determine.
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Section 2. Special meetings of the Directors may be called at any time by the
Chairman of the Board, or by two members of the Executive Committee, and shall
be called by the Chairman of the Board, or by the Secretary, forthwith upon
request in writing signed by two Directors and specifying the object of the
meeting. At least three days' notice of a special meeting shall be given in the
manner provided for herein.
Section 3. Any notice of a meeting of Directors required to be given may
be given to each Director by mail or telegraph, addressed to him at his
residence or usual place of business, or in person or by telephone, stating the
time and place of the proposed meeting.
Section 4. One-third of the entire Board shall constitute a quorum.
Section 5. Meetings of the Directors may be held within or without the
State of New York.
Section 6. Any one or more members of the Board may participate in a
meeting of the Board by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board shall be filed with the minutes of the
proceedings of the Board.
ARTICLE VI.
Executive Committee and Other Committees
The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from their number an Executive Committee and other
committees, and may determine the quorum thereof. Any such committee shall
consist of three or more members and shall serve at the pleasure of the Board.
The Chairman of the Board, one or more Vice Chairmen of the Board and the
President, if any, shall be members of the Executive Committee. The Executive
Committee shall, except as otherwise provided by law or by resolution of the
Board, have all the authority of the Board of Directors during the intervals
between the meetings of the Board. The Executive Committee shall keep a record
of its proceedings, which shall from time to time be reported to the Board of
Directors. The Chairman of the Board shall preside at the meetings of the
Executive Committee.
Committees other than the Executive Committee shall, except as otherwise
provided by law, have such authority as shall be provided by resolution of the
Board.
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The Board may designate from time to time one or more Directors as
alternate members of the Executive Committee or of any other committee, who may
replace any absent member or members at any meeting of the committee.
Any one or more members of the Executive Committee or any other committee
established by the Board pursuant to this Article VI may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at the meeting.
Any action required or permitted to be taken by the Executive Committee or
any other committee established by the Board pursuant to this Article VI may be
taken without a meeting if all members of the committee consent in writing to
the adoption of a resolution authorizing the action. The resolution and written
consents thereto shall be filed with the minutes of the proceedings of the
committee.
ARTICLE VII.
Officers of the Company
Section l. The officers of the Company shall be elected by the Board of
Directors, and may consist of a Chairman of the Board, one or more Vice Chairmen
of the Board, a President, such number of Executive Vice Presidents and Senior
Vice Presidents as the Board of Directors shall from time to time determine, a
Secretary, a Treasurer and a Controller. The officers shall hold office until
their successors have been elected.
Section 2. The Board of Directors may appoint one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more Assistant
Controllers, and such other officers and agents as the Board may consider
necessary.
ARTICLE VIII.
Duties of the Chairman of the Board,
President, Vice Chairmen of the Board,
Executive Vice Presidents and Senior Vice Presidents
Section 1. The Chairman of the Board shall be the chief executive officer
of the company and shall have such authority and perform such duties as usually
appertain to the chief executive office in business corporations. He shall
preside at the meetings of the Board of Directors and he, or such officer as he
may designate from time to time, shall preside at meetings of the shareholders.
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Section 2. The President, Vice Chairmen of the Board, Executive Vice Presidents
and Senior Vice Presidents shall perform such duties as the Board of Directors
or Chairman of the Board may from time to time determine.
Section 3. In case of absence or inability of the Chairman of the Board,
the President shall possess all the authority of the Chairman of the Board.
ARTICLE IX.
Duties of the Treasurer and Assistant Treasurers
Section 1. The Treasurer shall receive all the funds of the company, and
shall disburse them under the direction of the Board of Directors. All
disbursement instruments shall be signed by such person or persons and in such
manner as the Board may from time to time provide.
Section 2. The Treasurer shall keep full and regular books, showing all
his receipts and disbursements, which books shall be open at all times to the
inspection of the Chairman of the Board or of any member of the Board of
Directors; and he shall make such reports and perform such other duties as the
Chairman of the Board or Board of Directors may require.
Section 3. The Treasurer shall deposit all moneys received by him, in the
corporate name of the company, with such depositories as shall be approved from
time to time by the Board of Directors or by the Chairman of the Board, the
President, a Vice Chairman of the Board or the Treasurer.
Section 4. Assistant Treasurers shall have such of the authority and
perform such of the duties of the Treasurer as may be provided in these by-laws
or assigned to them by the Board of Directors or the Chairman of the Board or by
the Treasurer upon the approval of the Chairman of the Board, the President or a
Vice Chairman of the Board. During the Treasurer's absence or inability, his
authority and duties shall be possessed by such Assistant Treasurer or Assistant
Treasurers as the Board of Directors, the Chairman of the Board, the President
or a Vice Chairman of the Board may designate.
Section 5. The Board of Directors may require the Treasurer and Assistant
Treasurers to give such security for the faithful performance of their duties as
the Board shall from time to time determine.
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ARTICLE X.
Duties of the Secretary and Assistant Secretaries
Section 1. The Secretary shall send notice to the shareholders of all
annual and special meetings, and to the Directors of meetings of the Board where
notice is required to be given; and he shall perform such other duties as may be
required of him by the Chairman of the Board or Board of Directors, and such as
usually appertain to the office of Secretary.
Section 2. The Secretary or in his absence an Assistant Secretary shall
keep an accurate record of the proceedings of the Board of Directors and of the
Executive Committee, and of all meetings of shareholders, and shall have the
custody of the seal of the company and affix it to all instruments requiring the
seal.
Section 3. Assistant Secretaries shall have such of the authority and
perform such of the duties of the Secretary as may be provided in these by-laws
or assigned to them by the Board of Directors or the Chairman of the Board or by
the Secretary upon the approval of the Chairman of the Board, the President or a
Vice Chairman of the Board. During the Secretary's absence or inability, his
authority and duties shall be possessed by such Assistant Secretary or Assistant
Secretaries as the Board of Directors, the Chairman of the Board, the President
or a Vice Chairman of the Board may designate.
ARTICLE XI.
Duties of the Controller
The Controller shall be the principal accounting officer of the company
and shall perform such duties as may be required of him by the Chairman of the
Board or Board of Directors.
ARTICLE XII.
Transfer of Shares
Section 1. Certificates for shares shall be issued by the Treasurer.
Shares shall be transferable only on the record of shareholders of the company
by the holder thereof in person or by attorney, upon surrender of the
outstanding certificate therefor. This requirement shall be embodied in each
certificate.
Section 2. In case of the loss of a certificate, a new certificate may be
issued upon such terms as the Board of Directors may prescribe.
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ARTICLE XIII.
Indemnification of Directors and Officers
The company 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 the corporation or at the request of the company in any
capacity with any other enterprise.
ARTICLE XIV.
Seal
The common seal of the company shall be in the following form.
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ARTICLE XV.
Amendments
These by-laws may be amended by the shareholders at any meeting; or by the
Board of Directors at any meeting by a majority vote of the full Board, or at
two successive meetings by a majority vote of a quorum present. The notice of a
special meeting of the Board at which such action is to be taken shall set forth
the substance of the proposed amendment.
