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
_____________
AT&T Long Term Savings and Security 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
____________
CALCULATION OF REGISTRATION FEE
================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering + registration
be registered + registered(1)+ per share(2)+ price (2) + fee
================================================================================
+ + + +
AT&T Corp. + 4,600,000 + $ 62.19 +$286,062,500 + $ 84,388.44
Shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
================================================================================
(1) Represents the estimated number of shares that may be acquired by the
Truste under the AT&T Long Term Savings and Security Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the
average of the high and low sale prices of the common stock, par value
$1 per share, of the AT&T Corp. on the New York Stock Exchange on
February 25, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
CROSS REFERENCE SHEET
AT&T Corp.
AT&T Long Term Savings and Security 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,
1996;
(2) AT&T's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997, June 30, 1997 and September 30, 1997;
(3) AT&T's Current Reports on Form 8-K dated January 15, 1997,
March 3, 1997, June 19, 1997, July 15, 1997, August 12, 1997,
October 20, 1997 (filed October 24, 1997), October 20, 1997 (filed
November 4, 1997), December 18, 1997, January 8, 1998 and March 2,
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. 1
<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.
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.
2
<PAGE>
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).
23 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
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;
3
<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.
4
<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 March 2, 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 # March 2, 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>
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the AT&T
Long Term Savings and Security Plan has duly caused this registration statement
or amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Basking Ridge, State of New Jersey, on the 27th
day of February, 1998.
AT&T Long Term Savings and Security Plan
/s/ Udayan D. Vinod
------------------------------
By: Udayan D. Vinod
Secretary - AT&T Long Term Savings and
Security Plan Committee
<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).
23 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney executed by officers and directors who signed
this registration statement.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
________
We consent to the incorporation by reference in the registration statement of
AT&T Corp. (the "Company") on Form S-8 of our report dated January 26, 1998, on
our audits of the consolidated financial statements of the Company as of
December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and
1995, which report is included in the Company's Current Report on Form 8-K dated
March 2, 1998.
COOPERS & LYBRAND L.L.P.
New York, New York
March 3, 1998
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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 18th day of February, 1998.
/s/ C. Michael Armstrong
------------------------------
By: C. Michael Armstrong
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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 18th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 20th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 20th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 19th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 18th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 17th day of February, 1998.
/s/ George M. C. Fisher
------------------------------
By: George M. C. Fisher
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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 17th day of February, 1998.
/s/ Donald V. Fites
------------------------------
By: Donald V. Fites
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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 20th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 20th of February, 1998.
/s/ Donald F. Mc Henry
------------------------------
By: Donald F. Mc Henry
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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 20th day of February, 1998.
/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 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 16th day of February, 1998.
/s/ Thomas H. Wyman
------------------------------
By: Thomas H. Wyman
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to up to 4,600,000 common
shares to be offered under the AT&T Long Term Savings and Security Plan; 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 16th day of February, 1998.
/s/ John D. Zeglis
------------------------------
By: John D. Zeglis
Director
