SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
AT&T CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 13-4924710
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
32 Avenue of the Americas
New York, New York 10013-2412
(Address of Principal Executive Offices) (Zip Code)
<PAGE>
AT&T LONG TERM SAVINGS PLAN
FOR MANAGEMENT EMPLOYEES
AT&T LONG TERM SAVINGS AND SECURITY PLAN
AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
(Full titles of the plans)
--------------------------
MARILYN J. WASSER, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(Name and Address of Agent for Service)
(908) 221-2000
(Telephone number, including area code, of agent for service)
--------------------------
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
===============================================================================
Class A + + + +
Liberty Media + + + +
Group Common + + + +
Stock, par + 2,000,000 shares + $33.875 + $67,750,000.00 + $18,835.00
value $1.00 + + + +
per share + + + +
===============================================================================
*Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low sale prices of
Class A Liberty Media Group Common Stock, par value $1.00 per share, on the New
York Stock Exchange on September 21, 1999.
Pursuant to Rule 416(a) of the Securities Act, this registration
statement shall be deemed to cover an indeterminable number of additional shares
that may become issuable pursuant to the anti-dilution provisions of the plans
(the "Plans") listed above. In addition, pursuant to Rule 416(c) of the
Securities Act, this registration statement shall be deemed to register an
indeterminate amount of interests to be offered or sold pursuant to the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by AT&T with the Securities
and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December
31, 1998, as amended by Forms 10-K/A filed on March 23, 1999
and July 12, 1999;
(2) The description of Class A Liberty Media Group Common Stock
contained in AT&T's Registration Statements on Form S-4 dated
January 8, 1999 (No. 333-70279) and August 27, 1999 (No.
333-86019);
(3) AT&T's Quarterly Reports on Form 10-Q for the periods ending
March 31, 1999 and June 30, 1999 and on Form 10-Q/A for the
period ended September 30, 1998, filed on January 8, 1999;
(4) AT&T's Current Reports on Form 8-K filed January 8, 1999,
January 27, 1999, March 9, 1999, March 10, 1999, March 22,
1999, May 3, 1999, May 7, 1999 and September 2, 1999 and on
Form 8-K/A dated January 8, 1999;
(5) Annual Reports for each of the Plans on Form 11-K for the year
ended December 31, 1998.
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 deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); PROVIDED, HOWEVER, that the documents enumerated
above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made hereby is
in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
As of August 27, 1999, Robert S. Feit, General Attorney and Assistant
Secretary of registrant owned 5,035 shares of AT&T Common Stock (including
restricted shares) and had options to purchase an additional 33,750 shares of
AT&T Common Stock.
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, which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
See Exhibit Index.
In accordance with the requirements of Item 8(b) of Part II of Form
S-8, the Registrant will submit or has submitted the Plans, 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 Plans.
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 Securities 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; and
(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 Securities 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 Securities 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.
<PAGE>
(5) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Basking Ridge, State of New Jersey, on the 28th day
of September, 1999.
AT&T CORP.
By: /s/ Edward M. Dwyer
-------------------------
Name: Edward M. Dwyer
Title: Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY
PRINCIPAL EXECUTIVE OFFICER:
C. Michael Armstrong* Chairman and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Daniel E. Somers* Senior Executive Vice President
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Nicholas S. Cyprus* Vice President and Controller
DIRECTORS
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M. C. Fisher*
Donald V. Fites*
Amos B. Hostetter*
Ralph S. Larsen*
Donald F. McHenry*
John C. Malone*
Michael I. Sovern*
Sanford I. Weill*
Thomas H. Wyman*
John D. Zeglis*
* By: /s/ Edward M. Dwyer
---------------------
Edward M. Dwyer
(Attorney-In-Fact)
September 28, 1999
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the persons
who administer the Plans have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Morristown, State of New Jersey, on the 28th day of September, 1999.
AT&T LONG TERM SAVINGS PLAN
FOR MANAGEMENT EMPLOYEES
AT&T LONG TERM SAVINGS AND SECURITY PLAN
AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
By: /s/ Joanne Sisto
-------------------------
Name: Joanne Sisto
Title: Administrator
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5 Opinion of Robert S. Feit, General Attorney and Assistant
Secretary of the registrant, as to the legality of the securities to
be issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
23.4 Consent of Robert S. Feit is contained in the opinion of counsel
filed as Exhibit 5
24 Powers of Attorney
Exhibit 5
295 North Maple Ave.
Basking Ridge, NJ 07920
September 28, 1999
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-8 which AT&T Corp.
(the "Company") proposes to file with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended, registering 2,000,000
shares of Class A Liberty Media Group Common Stock (par value $1 per share) (the
"Shares") which may be offered and sold by the Company under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees (collectively, the "Plans"), which Shares, under
the terms of the Plans may be authorized and unissued shares or treasury shares,
I am of the opinion that:
1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York;
2. all proper corporate proceedings have been taken so that any Shares to
be offered and sold which are newly issued have been duly authorized and, upon
sale and payment therefor in accordance with the Plans and the resolutions of
the Board of Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in connection
with the registration statement referred to above.
Very truly yours,
/s/ Robert S. Feit
---------------------
Robert S. Feit
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
--------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
AT&T Corp., which is incorporated by reference in AT&T Corp.'s Annual Report on
Form 10-K/A filed on July 12, 1999, for the year ended December 31, 1998. We
also consent to the incorporation by reference of our report dated January 25,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K/A. We also consent to the incorporation by reference in the
Registration Statement of our reports dated June 18, 1999 relating to the
financial statements, which appear in the Annual Reports of the AT&T Long Term
Savings Plan for Management Employees, the AT&T Long Term Savings and Security
Plan, the AT&T Retirement Savings and Profit Sharing Plan, the AT&T of Puerto
Rico, Inc. Long Term Savings and Security Plan, and the AT&T of Puerto Rico,
Inc. Long Term Savings Plan for Management Employees on Forms 11-K for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 28, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 18, 1999 (except with respect to the matters discussed in Note 22, as
to which the date is March 22, 1999) on MediaOne Group, Inc.'s consolidated
financial statements for the year ended December 31, 1998, included in AT&T
Corp.'s Form 8-K dated September 2, 1999.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
September 28, 1999
Exhibit 23.3.1
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement on
Form S-8 of AT&T Corp. of our report, dated March 9, 1999, relating to the
consolidated balance sheets of Tele-Communications, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations and comprehensive earnings, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1998, which report
appears in the Current Report on Form 8-K of AT&T Corp., dated March 22, 1999.
/s/ KPMG LLP
Denver, Colorado
September 28, 1999
Exhibit 23.3.2
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement on
Form S-8 of AT&T Corp. of our report, dated March 9, 1999, relating to the
combined balance sheets of Liberty/Ventures Group as of December 31, 1998 and
1997, and the related combined statements of operations and comprehensive
earnings, equity, and cash flows for each of the years in the three-year period
ended December 31, 1998, which report appears in the Current Report on Form 8-K
of AT&T Corp., dated March 22, 1999.
/s/ KPMG LLP
Denver, Colorado
September 28, 1999
Exhibit 24.1
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; 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. J. WASSER 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 September, 1999.
/s/ C. Michael Armstrong
-------------------------
By: C. Michael Armstrong
Chairman of the Board
and Director
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 million shares of
Class A Liberty Media Group Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; 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. J. WASSER 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 September, 1999.
/s/ N. S. Cyprus
-------------------------
By: N. S. Cyprus
Vice President and Controller
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; 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 M. J.
WASSER 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 September, 1999.
/s/ D. E. Somers
-------------------------
By: D. E. Somers
Senior Executive Vice President
and Chief Financial Officer
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Kenneth T. Derr
-------------------------
By: Kenneth T. Derr
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for her and
in her name, place and stead, and in 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 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 September, 1999.
/s/ M. Kathryn Eickhoff
-------------------------
By: M. Kathryn Eickhoff
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Walter Y. Elisha
-------------------------
By: Walter Y. Elisha
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ George M. C. Fischer
-------------------------
By: George M. C. Fischer
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Donald V. Fites
-------------------------
By: Donald V. Fites
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Amos B. Hostetter
-------------------------
By: Amos B. Hostetter
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Ralph S. Larsen
-------------------------
By: Ralph S. Larsen
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Donald F. Mc Henry
-------------------------
By: Donald F. Mc Henry
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ John C. Malone
-------------------------
By: John C. Malone
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Michael I. Sovern
-------------------------
By: Michael I. Sovern
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and
in his name, place and stead, and in his 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 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 September, 1999.
/s/ Thomas H. Wyman
-------------------------
By: Thomas H. Wyman
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER 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 September, 1999.
/s/ Sanford I. Weill
-------------------------
By: Sanford I. Weill
Director
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 million shares of
Liberty Media Group Class A Common Stock to be offered under the AT&T Long Term
Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan,
AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan and AT&T of Puerto Rico, Inc. Long Term Savings
Plan for Management Employees; and
WHEREAS, the undersigned is a director of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints D. E.
SOMERS, M. J. WASSER 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 September, 1999.
/s/ John D. Zeglis
-------------------------
By: John D. Zeglis
Director
