SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------
Post-Effective Amendment No. 1
on
Form S-8
to
Form S-4
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
-------------
Teleport Communications Group Inc.
1993 Stock Option Plan
-------------
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
------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES
PURSUANT TO THE PLAN: Promptly after the filing of this Post-Effective
Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the procedure described herein. See "INTRODUCTORY
STATEMENT".
<PAGE>
INTRODUCTORY STATEMENT
AT&T Corp. ("AT&T) hereby amends its Registration Statement on Form S-4
(No. 333-49419) (the "Form S-4"), by filing this Post-Effective Amendment No. 1
on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to
5,796,923 shares of the common stock, par value $1.00 per share, of AT&T ("AT&T
Common Stock") issuable upon the exercise of stock options granted under the
Teleport Communications Group Inc. 1993 Stock Option Plan (the "Plan").
On July 23, 1998, TA Merger Corp., a Delaware corporation and a wholly
owned subsidiary of AT&T, was merged into Teleport Communications Group Inc., a
Delaware corporation ("TCG"). As a result of such merger (the "Merger"), TCG has
become a wholly owned subsidiary of AT&T and each outstanding share (other than
shares owned by AT&T, TCG or any direct or indirect wholly owned subsidiary of
AT&T or TCG) of common stock, par value $.01 per share, of TCG ("TCG Common
Stock"), has been converted into one (1) share of common stock, par value $1.00
per share, of AT&T. Pursuant to the Merger, each outstanding option issued
pursuant to the Plan will no longer be exercisable for shares of TCG Common
Stock but, instead, will constitute an option to acquire, on the same terms and
conditions as were applicable under such option, shares of AT&T Common Stock in
lieu of shares of TCG.
The designation of the Post-Effective Amendment as Registration No.
33-49419-01 denotes that the Post-Effective Amendment relates only to the shares
of AT&T Common Stock issuable upon exercise of stock options under the Plan and
that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to shares covered by the Form S-4.
<PAGE>
CROSS REFERENCE SHEET
AT&T Corp.
Teleport Communications Group Inc. 1993 Stock Option Plan
Item
No. Item Page
- ---- ---- ----
1. Plan Information.................... *
2. Registrant Information and Employee
Plan Annual Information ............ *
3. Incorporation of Documents by
Reference .......................... 1
4. Description of Securities........... 1
5. Interests of Named Experts and
Counsel ............................ 2
6. Indemnification of Directors and
Officers ........................... 2
7. Exemption from Registration Claimed. 3
8. Exhibits............................ 3
9. Undertakings........................ 3
* Omitted since answer is inapplicable.
<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")(File No. 1-1105) and are incorporated
herein by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) AT&T's Quarterly Report on Form 10-Q for period ended
March 31, 1998; and
(3) AT&T's Current Reports on Form 8-K dated January 8, 1998,
March 2, 1998 and June 23, 1998;
(4) The description of shares of AT&T common stock contained in
the registration statement filed under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
All documents, filed subsequent to the date hereof by AT&T with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment hereto which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); PROVIDED, HOWEVER, that the documents enumerated
above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made hereby is
in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof. Item 4.
Description of Securities.
Not Applicable.
<PAGE>
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,
Certificate of Amendment to the Certificate of
Incorporation dated April 20, 1994 and, Certificate
of Amendment to the Certificate of Incorporation
dated June 8, 1998
23 Consent of PricewaterhouseCoopers, LLP
In accordance with the requirements of Item 8(b), the registrant will
submit or has submitted the Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS to qualify the Plan.
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;
<PAGE>
(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
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
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
July 23, 1998.
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: #
#
C. Michael Armstrong Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
Senior Executive #
D. E. Somers Vice President and #
Chief Financial #
Officer #
###
#
# By Edward M. Dwyer
# (attorney-in-fact)*
Principal Accounting Officer: #
M. B. Tart Vice President #
and Controller # July 23, 1998
#
Directors: #
C. Michael Armstrong #
Kenneth T. Derr #
M. Kathryn Eickhoff #
Walter Y. Elisha #
George M. C. Fisher #
Donald V. Fites #
Ralph S. Larsen #
Donald F. McHenry #
Michael I. Sovern #
Thomas H. Wyman # *by power of attorney
John D. Zeglis #
<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,
Certificate of Amendment to the Certificate of
Incorporation dated April 20, 1994 and, Certificate
of Amendment to the Certificate of Incorporation
dated June 8, 1998
23 Consent of PricewaterhouseCoopers, LLP
EXHIBIT 4
AMERICAN TELEPHONE
AND TELEGRAPH
COMPANY
----------
RESTATED CERTIFICATE OF
INCORPORATION OF AMERICAN
TELEPHONE AND TELEGRAPH COMPANY
FILED JANUARY 10, 1989
----------
WITH AMENDMENTS DATED JUNE 8, 1989,
MARCH 18, 1992, JUNE 1, 1992,
APRIL 20, 1994 AND JUNE 8, 1998
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 807 OF THE BUSINESS
CORPORATION LAW
We, the undersigned, being a Vice President and the Secretary,
respectively, of American Telephone and Telegraph Company, do hereby certify as
follows:
1. The name of the corporation is "American Telephone and Telegraph
Company."
2. The Certificate of Incorporation of the corporation was filed in the
office of the Secretary of State of New York on March 3, 1885.
3. The text of the Certificate of Incorporation (1) is hereby amended
pursuant to authority vested in the Board of Directors by the Certificate of
Incorporation of the corporation, as heretofore amended, and in accordance with
Section 502 of the Business Corporation Law to delete in its entirety Article
EIGHTH thereof stating the number, designation, relative rights, preferences,
and limitations pertaining to four series of preferred shares, all of which
shares have been redeemed by the corporation, and renumber the articles
subsequent thereto sequentially following Article SEVENTH; and (2) as so amended
and as amended heretofore is hereby restated to read as herein set forth in
full:
"We do hereby associate ourselves together for the purpose of
constructing, buying, owning, leasing, or otherwise obtaining, lines of
electric telegraph partly within and party beyond the limits of the
State of New York, and of equipping, using, operating, or otherwise
maintaining, the same; and of becoming a body politic and corporate
under and by virtue of the provisions of an act of the Legislature of
the State of New York entitled `An Act to provide for the incorporation
and regulation of telegraph companies,' passed April 12, 1848, and the
various acts amendatory thereof or supplemental thereto; and of having
and exercising all and every of the powers, privileges, franchises and
immunities in and by said acts conferred. And in pursuance of the
requirements of the various acts aforesaid, and for the purposes above
set forth, we do hereby declare and certify as follows,
"FIRST. The name assumed to distinguish such association and
to be used in its dealings, and by which it may sue and be sued, is the
American Telephone and Telegraph Company.
"SECOND. The general route of the lines of telegraph of said
association will be from a point or points in the city of New York
along all rail roads, bridges, highways and other practicable, suitable
and convenient ways or courses, leading thence to the cities of Albany,
Boston, and the intermediate cities, towns and places, also from a
point or points in and through the city of New York, and thence through
and across the Hudson and East rivers and the bay and harbor of New
York, to Jersey City, Long Island City and Brooklyn, and along all rail
roads, bridges, highways and other practicable, suitable and convenient
ways and courses to the cities of Philadelphia, Baltimore, Washington,
Richmond, Charleston, Mobile and New Orleans, and to all intermediate
cities, towns and places; and in like manner to the cities of Buffalo,
Pittsburgh, Cleveland, Cincinnati, Louisville, Memphis, Indianapolis,
Chicago, Saint Louis, Kansas City, Keokuk, Des Moines, Detroit,
Milwaukee, Saint Paul, Minneapolis, Omaha, Cheyenne, Denver, Salt Lake
City, San Francisco and Portland, and to all intermediate cities, towns
and places, and also along all rail roads, bridges, highways and other
practicable, suitable and convenient ways and courses as may be
necessary or proper for the purpose of connecting
<PAGE>
with each other one or more points in said city of New York, and in
each of the cities, towns and places hereinabove specifically or
generally designated.
"And it is further declared and certified that the general
route of the lines of this association, in addition to those
hereinbefore described or designated, will connect one or more points
in each and every city, town or place in the State of New York with one
or more points in each and every other city, town or place in said
State, and in each and every other of the United States, and in Canada
and Mexico, and each and every of said cities, towns and places is to
be connected with each and every other city, town or place in said
States and Countries, and also by cable and other appropriate means
with the rest of the known world as may hereafter become necessary or
desirable in conducting the business of this association.
"THIRD. The aggregate number of shares which the corporation
is authorized to issue is 1,600,000,000 shares, consisting of
1,500,000,000 common shares having a par value of $1 pre share and
100,000,000 preferred shares having a par value of $1 per share.
"The preferred shares may be issued from time to time in one
or more series. All preferred shares of all series shall rank equally
and be identical in all respects except that the Board of Directors is
authorized to fix the number of shares in each series, the designation
thereof and, subject to the provisions of this Article Third, the
relative rights, preferences and limitations of each series and the
variations in such rights, preferences and limitations as between
series and specifically is authorized to fix with respect to each
series:
"(a) the dividend rate on the shares of such series and the
date or dates from which dividends shall be cumulative;
"(b) the times when, the prices at which, and all other terms
and conditions upon which, shares of such series shall be redeemable;
"(c) the amounts which the holders of shares of such series
shall be entitled to receive upon the liquidation, dissolution or
winding up of the corporation, which amounts may vary depending on
whether such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates;
"(d) whether or not the shares of such series shall be subject
to the operation of a purchase, retirement or sinking fund and, if so,
the extent to and manner n which such purchase, retirement or sinking
fund shall be applied to the purchase or redemption of the shares of
such series for retirement or for other corporate purposes and the
terms and provisions relative to the operation of the said fund or
funds;
"(e) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or
series and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same;
"(f) the restrictions, if any, upon the payment of dividends
or making of other distributions on, and upon the purchase or other
acquisition of, common shares;
"(g) the restrictions, if any, upon the creation of
indebtedness, and the restrictions, if any, upon the issue of any
additional shares ranking on a parity with or prior to the shares of
such series in addition to the restrictions provided for in this
Article Third;
<PAGE>
"(h) the voting powers, if any, of the shares of such series
in addition to the voting powers provided for in this Article Third;
and
"(i) such other rights, preferences and limitations as shall
not be inconsistent with this Article Third.
"All shares of any particular series shall rank equally and be identical in all
respects except that shares of any one series issued at different times may
differ as to the date from which dividends shall be cumulative.
"Dividends on preferred shares of each series shall be cumulative from the
date or dates fixed with respect to such series and shall be paid or declared or
set apart for payment for all past dividend periods and for the current dividend
period before any dividends (other than dividends payable in common shares)
shall be declared or paid or set apart for payment on common shares. Whenever,
at any time, full cumulative dividends for all past dividend periods and for the
current dividend period shall have been paid or declared and set apart for
payment on all then outstanding preferred shares and all requirements with
respect to any purchase, retirement or sinking fund or funds for all series of
preferred shares shall have been complied with, the Board of Directors may
declare dividends on the common shares and the preferred shares shall not be
entitled to share therein.
"Upon any liquidation, dissolution or winding up of the corporation, the
holders of preferred shares of each series shall be entitled to receive the
amounts to which such holders are entitled as fixed with respect to such series,
including all dividends accumulated to the date of final distribution, before
any payment or distribution of assets of the corporation shall be made to or set
apart for the holders of common shares and after such payments shall have been
made in full to the holders of preferred shares, the holders of common shares
shall be entitled to receive any and all assets remaining to be paid or
distributed to shareholders and the holders of preferred shares shall not be
entitled to share therein. For the purposes of this paragraph, the voluntary
sale, conveyance, lease, exchange or transfer of all or substantially all the
property or assets of the corporation or a consolidation or merger of the
corporation with one or more other corporations (whether or not the corporation
is the corporation surviving such consolidation or merger) shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary.
"The aggregate amount which all preferred shares outstanding at any time
shall be entitled to receive on involuntary liquidation, dissolution or winding
up shall not exceed $8,000,000,000.
"So long as any preferred shares are outstanding, the corporation will not
(a) without the affirmative vote or consent of the holders of at least 66-2/3%
of all the preferred shares at the time outstanding, (i) authorize shares of
stock ranking prior to the preferred shares, or (ii) change any provision of
this Article Third so as to affect adversely the preferred shares; (b) without
the affirmative vote or consent of the holders of at least 66-2/3% of any series
of preferred shares at the time outstanding, change any of the provisions of
such series so as to affect adversely the shares of such series; (c) without the
affirmative vote or consent of the holders of at least a majority of all the
preferred shares at the time outstanding, (i) increase the authorized number of
preferred shares or (ii) authorize shares of any other class of stock ranking on
a parity with the preferred shares.
<PAGE>
"Whenever, at any time or times, dividends payable on preferred shares
shall be in default in an aggregate amount equivalent to six full quarterly
dividends on any series of preferred shares at the time outstanding, the number
of directors then constituting the Board of Directors of the corporation shall
ipso facto be increased by two, and the outstanding preferred shares shall, in
addition to any other voting rights, have the exclusive right, voting separately
as a class and without regard to series, to elect two directors of the
corporation to fill such newly created directorships and such right shall
continue until such time as all dividends accumulated on all preferred shares to
the latest dividend payment date shall have been paid or declared and set apart
for payment.
"No holder of preferred shares of any series, irrespective of any voting or
other rights of shares of such series, shall have, as such holder, any
preemptive right to purchase any other shares of the corporation or any
securities convertible into or entitling the holder to purchase such other
shares.
"If in any case the amounts payable with respect to any requirements to
retire preferred shares are not paid in full in the case of all series with
respect to which such requirements exist, the number of shares to be retired in
each series shall be in proportion to the respective amounts which would be
payable on account of such requirements if all amounts payable were paid in
full.
"FOURTH. The number of directors shall be as provided for in the
By-Laws.
"FIFTH. The duration of the corporation shall be perpetual.
"SIXTH. The office of the corporation is located in the Borough of
Manhattan, City and County of New York, State of New York.
"SEVENTH. The Secretary of State of the State of New York is designated
as agent of the corporation upon whom process against it may be served. The post
office address to which the Secretary of State shall mail a copy of any process
served upon him as agent of the corporation is American Telephone and Telegraph
Company, 550 Madison Avenue, New York, New York 10022.
"EIGHTH. No holder of common shares shall have, as such holder, any
preemptive right to purchase any shares or other securities of the corporation.
"NINTH. No director shall be personally liable to the Corporation or
any of its shareholders for damages for any breach of duty as a director;
provided, however, that the foregoing provision shall not eliminate or limit (i)
the liability of a director if a judgment or other final adjudication adverse to
him or her establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled or that his or her acts violated Section 719 of the
New York Business Corporation Law; or (ii) the liability of a director for any
act or omission prior to the adoption of this Article NINTH by the shareholders
of the Corporation.
4. The manner in which this restatement of the Certificate of
Incorporation was authorized was by a resolution of the Board of Directors of
the corporation.
<PAGE>
In Witness Whereof, we have signed and verified this Restated Certificate of
Incorporation of American Telephone and Telegraph Company this 9th day of
January 1989.
/s/ S. L. Prendergast
---------------------------------
By: S. L. Prendergast
Corporate Vice President
and Treasurer
/s/ R. E. Scannell
---------------------------------------
By: R. E. Scannell
Corporate Vice President - Law
and Secretary
<PAGE>
State of New York )
) ss.:
County of New York )
R. E. Scannell, being duly sworn, deposes and says that he is the Corporate
Vice President - Law and Secretary of American Telephone and Telegraph Company,
that he signed the foregoing Certificate as Corporate Vice President - Law and
Secretary of such corporation, that he knows the contents thereof, and that the
statements therein contained are true.
/s/ R. E. Scannell
---------------------------------------
By: R. E. Scannell
Corporate Vice President - Law
and Secretary
Subscribed and sworn to before me this 9th day of January 1989.
Janet M. Kirpan
Notary Public
Janet M. Kirpan
Notary Public, State of New York
No. 31-4624682
Qualified in New York County
Commission expires March 30, 1990
<PAGE>
CERTIFICATE OF CORRECTION OF THE RESTATED
CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 105 OF THE
BUSINESS CORPORATION LAW
We, the undersigned, Robert E. Scannell and B. Ward White, being
respectively the Corporate Vice President - Law and Secretary and the Assistant
Secretary of American Telephone and Telegraph Company for the purpose of
correcting the date appearing in the citation to `An Act to provide for the
incorporation and regulation of telegraph companies,' passed April 12, 1848
(stated correctly as 1948) which appears on the face of the Restated Certificate
of Incorporation of American Telephone and Telegraph Company under Section 807
of the Business Corporation Law hereby certify:
1. The name of the corporation is American Telephone and Telegraph
Company.
2. The Restated Certificate of Incorporation of American Telephone and
Telegraph Company under Section 807 of the Business Corporation Law was filed by
the Department of State on January 10, 1989.
3. The last paragraph of the first page of the certificate is corrected
to read as follows:
"We do hereby associate ourselves together for the purpose of
constructing, buying, owning, leasing, or otherwise obtaining, lines of
electric telegraph partly within and partly beyond the limits of the
State of New York, and of equipping, using, operating, or otherwise
maintaining, the same; and of becoming a body politic and corporate
under and by virtue of the provisions of an act of the Legislature of
the State of New York entitled `An Act to provide for the incorporation
and regulation of telegraph companies.' passed April 12, 1848, and the
various acts amendatory thereof or supplemental thereto; and of having
and exercising all and every of the powers, privileges, franchises and
immunities in and by said acts conferred. And in pursuance of the
requirements of the various acts aforesaid, and for the purposes above
set forth, we do hereby declare and certify as follows,
<PAGE>
IN WITNESS WHEREOF, we have signed and verified this certificate on the
31st day of May, 1989 and we affirm the statements contained herein as true
under penalties of perjury.
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
/s/ Robert E. Scannell
--------------------------------------
By: Robert E. Scannell
Corporate Vice President - Law
and Secretary
/s/ B. Ward White
----------------------------
By: B. Ward White
Assistant Secretary
<PAGE>
CERTIFICATE OF CHANGE OF THE RESTATED
CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 805-A OF THE
BUSINESS CORPORATION LAW
1. The name of the corporation is "American Telephone and Telegraph
Company."
2. The Certificate of Incorporation was filed in the office of the
Secretary of State of the State of New York on March 3, 1885.
3. The change in the Certificate of Incorporation effected by this
Certificate of Change is as follows:
To change the post office address to which the Secretary of
State of the State of New York shall mail a copy of any process against
the corporation served upon said Secretary of State.
4. To accomplish the foregoing change, Article SEVENTH of the
Certificate of Incorporation, relating to service of process, is hereby stricken
out in its entirety, and the following new Article SEVENTH is substituted in
lieu thereof:
"SEVENTH. The Secretary of State of the State of New York is
designated as agent of the corporation upon whom process against it may
be served. The post office address to which the Secretary of State
shall mail a copy of any process served upon him as agent of the
corporation is American Telephone and Telegraph Company, 32 Avenue of
the Americas, New York, New York, 10013.
5. The manner in which this Certificate of Change was authorized was by
resolution of the Board of Directors of the corporation.
<PAGE>
IN WITNESS WHEREOF, we have signed and verified this Certificate of Change
of American Telephone and Telegraph Company this 16th day of March 1992.
/s/ S. L. Prendergast
---------------------------------
By: S. L. Prendergast
Corporate Vice President
and Treasurer
/s/ R. E. Scannell
-------------------------------------------
By: R. E. Scannell
Vice President - Law and Secretary
<PAGE>
State of New York )
) ss.:
County of New York )
R. E. Scannell, being duly sworn, deposes and says that he is the Vice
President - Law and Secretary of American Telephone and Telegraph Company, that
he signed the foregoing Certificate as Vice President - Law and Secretary of
such corporation, that he knows the contents thereof, and that the statements
therein contained are true.
/s/ R. E. Scannell
-------------------------------------------
By: R. E. Scannell
Vice President - Law and Secretary
Subscribed and sworn to before me this 16th day of March 1992.
Janet M. Kirpan
Notary Public
Janet M. Kirpan
Notary Public, State of New York
No. 31-4624682
Qualified in New York County
Commission expires March 30, 1994
<PAGE>
CERTIFICATE OF AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION OF
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
We, the undersigned, being a Vice President and Secretary, respectively, of
American Telephone and Telegraph Company, do hereby certify as follows:
1. The name of the corporation is "American Telephone and Telegraph
Company."
2. The Certificate of Incorporation of the corporation was filed in the
office of the Secretary of State of the State of New York on March 3, 1885.
3. Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 1,500,000,000 to 2,000,000,000 shares.
4. To effect the foregoing, the first paragraph of Article THIRD of
said Certificate of Incorporation, relating to the aggregate number of shares
the corporation is authorized to issue, the par value thereof, and the classes
into which the shares are divided is hereby stricken out in its entirety, and
the following new first paragraph of Article THIRD is substituted in lieu
thereof:
"THIRD. The aggregate number of shares which the corporation
is authorized to issue is 2,100,000,000 shares, consisting of
2,000,000,000 common shares having a par value of $1 per share and
100,000,000 preferred shares having a par value of $1 per share.
5. The manner in which the foregoing amendment of said Certificate of
Incorporation was authorized was by vote of the holders of a majority of all
outstanding shares of the corporation entitled to vote thereon at a meeting of
shareholders, subsequent to the unanimous vote of the Board of Directors.
<PAGE>
IN WITNESS WHEREOF, we have signed and verified this Certificate of
Amendment of said Certificate of Incorporation of American Telephone and
Telegraph Company this 13th day of May, 1992.
/s/ S. L. Prendergast
-------------------------------------
By: S. L. Prendergast
Vice President and Treasurer
/s/ R. E. Scannell
-------------------------------------------
By: R. E. Scannell
Vice President - Law and Secretary
<PAGE>
Certificate of Amendment of the Certificate of Incorporation
of
American Telephone and Telegraph Company
Under Section 805 of the Business Corporation Law
We, the undersigned, being a Vice President and an Assistant Secretary
respectively, of American Telephone and Telegraph Company, do hereby certify as
follows:
FIRST: The name of the corporation is American Telephone and Telegraph
Company.
SECOND: The Certificate of Incorporation of the corporation was filed
by the Department of State on March 3, 1885.
THIRD: The Certificate of Incorporation of the corporation is hereby
amended by changing the name of the corporation to AT&T Corp.
FOURTH: To accomplish the foregoing amendment, Article FIRST of the
Certificate of Incorporation of the corporation is amended to read as follows:
"FIRST. The name of the corporation is AT&T Corp."
FIFTH: The manner in which the foregoing amendment of said Certificate
of Incorporation of the corporation was authorized was by vote of the holders of
a majority of all outstanding shares of the corporation entitled to vote thereon
at a meeting of shareholders, subsequent to the unanimous vote of the Board of
Directors.
IN WITNESS WHEREOF, we have subscribed this document on April 20, 1994 and
do hereby affirm, under the penalties of perjury, that the statements contained
therein have been examined by us and are true and correct.
/s/ Jim G. Kilpatric
------------------------------------
By: Jim G. Kilpatric
Senior Vice President - Law
/s/ Robert A. Maynes
----------------------------
By: Robert A. Maynes
Assistant Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
AT&T CORP.
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
We, the undersigned, being a Vice President and Assistant Secretary,
respectively, of AT&T Corp., do hereby certify as follows:
1. The name of the corporation is AT&T Corp. The name under which the
Corporation was formed is American Telephone and Telegraph Company.
2. The Certificate of Incorporation of the corporation was filed in the
office of the Secretary of State of the State of New York on March 3, 1885.
3. Said Certificate of Incorporation is amended to increase the
authorized number of common shares of the capital stock of the corporation
having a par value of $1 from 2,000,000,000 shares to 6,000,000,000 shares.
4. To effect the foregoing, the first paragraph of Article THIRD of
said Certificate of Incorporation, relating to the aggregate number of shares
the corporation is authorized to issue, the par value thereof, and the classes
into which the shares are divided is hereby stricken out in its entirety, and
the following new first paragraph of Article THIRD is substituted in lieu
thereof:
"THIRD. The aggregate number of shares which the
corporation is authorized to issue is 6,100,000,000 shares,
consisting of 6,000,000,000 common shares having a par value
of $1 per share and 100,000,000 preferred shares having a par
value of $1 per share.
5. The manner in which the foregoing amendment of said Certificate of
Incorporation was authorized was by vote of the holders of a majority of all
outstanding shares of the corporation entitled to vote thereon at a meeting of
shareholders, subsequent to the unanimous vote of the Board of Directors.
<PAGE>
IN WITNESS WHEREOF, we have signed this Certificate of Amendment of said
Certificate of Incorporation of AT&T Corp. this 22th day of May, 1998 and we
affirm the statements contained therein as true under penalties of perjury.
/s/ Marilyn J. Wasser
--------------------------------------
By: M. J. Wasser
Vice President-Law and Secretary
/s/ Robert A. Maynes
-------------------------
By: R. A. Maynes
Assistant Secretary
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
--------
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 (No. 333-49419)of AT&T Corp. (the "Company") of
our reports dated January 26, 1998, on our audits of the consolidated financial
statements and consolidated financial statement schedule of the Company and its
subsidiaries as of December 31, 1997 and 1996, and for the years ended December
31, 1997, 1996 and 1995, which reports are included or incorporated by reference
in the Company's Annual Report on Form 10-K dated March 26, 1998.
PricewaterhouseCoopers, LLP
New York, New York
July 23, 1998
