SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
____________
AT&T CORP.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
____________
Shares for Growth Program
____________
Agent for Service
Edward M. Dwyer, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
(212) 387-5400
____________
Please send copies of all communications to:
Marilyn J. Wasser, Vice President - Law and Secretary
32 Avenue of the Americas, New York, New York 10013-2412
____________
CALCULATION OF REGISTRATION FEE
================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering +registration
be registered + registered + per share* + price* + fee
================================================================================
AT&T Corp. + + + +
shares + 250,000 + $ 62.19 + $15,546,875.00 + $ 4,586.33
(common--par + + + +
value $1 per + + + +
share) + + + +
+ + + +
+ + + +
================================================================================
*Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the average of
the high and low sale prices of the common stock, par value $1 per share, of
AT&T Corp. on the New York Stock Exchange on February 25, 1998.
_________
<PAGE>
Part II
INCORPORATION OF EARLIER REGISTRATION STATEMENT
The following portion of registration statement (File No. 33-49089) for the
Shares for Growth Program are incorporated by reference therein.
Part II - Item 3, Item 4, Item 5, Item 6, Item 7, Item 9.
<PAGE>
Item 8. Exhibits
Exhibits identified in parentheses below, on file with the SEC, are incorporated
herein by reference as exhibits hereto.
Exhibit
Number
23 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney executed by officers and directors who signed
this registration statement.
<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
<PAGE>
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>
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
23 Consent of Coopers & Lybrand L.L.P.
24 Power 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
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to up to 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is both a director and an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his capacity as both a director and an
officer of the Company, to execute and file any such registration statement with
respect to the above-described common shares, and thereafter to execute and file
any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints M. B.
TART and E. M. DWYER, and each of them, as attorneys for him and in his name,
place and stead, and in his capacity as an officer of the Company, to execute
and file any such registration statement with respect to the above-described
common shares, and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or supplements to any
of the foregoing, hereby giving and granting to said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS and E. M. DWYER, and each of them, as attorneys for her and in her name,
place and stead, and in her capacity as an officer of the Company, to execute
and file any such registration statement with respect to the above-described
common shares, and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or supplements to any
of the foregoing, hereby giving and granting to said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his capacity as both a director and an
officer of the Company, to execute and file any such registration statement with
respect to the above-described common shares, and thereafter to execute and file
any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 20th day 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 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 250,000 common shares
to be offered under the Shares for Growth Program; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. B. TART and E. M. DWYER, and each of them, as attorneys for him or
her and in his or her name, place and stead, and in his or her capacity as a
director of the Company, to execute and file any such registration statement
with respect to the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes, as he or she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 18th day of February, 1998.
/s/ John D. Zeglis
------------------------------
By: John D. Zeglis
Director
