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
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AT&T Wireless Services, Inc. Employee Stock Purchase Plan
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Agent for Service
Edward M. Dwyer, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
(212) 387-5400
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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
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CALCULATION OF REGISTRATION FEE
==========================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering + registration
be registered + registered + per share(1) + price (1) + fee
==========================================================================
+ + + +
AT&T Corp. + 2,000,000 + $ 58.13 + $116,250,000 + $ 34,293.75
Shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
==========================================================================
(1) 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 May 8, 1998.
<PAGE>
CROSS REFERENCE SHEET
AT&T Corp.
AT&T Wireless Services, Inc. Employee Stock Purchase 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;
(3) AT&T's Current Reports on Form 8-K dated January 8, 1998 and March 2,
1998; and
(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.
<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.
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
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 May
14, 1998.
AT&T CORP.
--------------------------
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 # May 14, 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, 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 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.
COOPERS & LYBRAND L.L.P.
New York, New York
May 15, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 17th day of April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 17th day of April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 29th day of April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 24th day of April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 22nd day of April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 22nd day of April, 1998.
/s/ Donald F. McHenry
-------------------------
By: Donald F. McHenry
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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 22nd day of April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 April, 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 2,000,000 common
shares to be offered under the AT&T Wireless Services, Inc. Employee Stock
Purchase 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 April, 1998.
/s/ John D. Zeglis
-------------------------
By: John D. Zeglis
Director
