-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJdFrPLv6dN7zHS87Ap9ehqqV8pJk8HEgAbxkxcUnQ1e1K2sJNU4V3dXPGgLil+x vUyO8F+5fjyIqZzFdq9bXg== 0000005907-96-000015.txt : 19960501 0000005907-96-000015.hdr.sgml : 19960501 ACCESSION NUMBER: 0000005907-96-000015 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960430 EFFECTIVENESS DATE: 19960430 SROS: BSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-54797 FILM NUMBER: 96553559 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 S-8 POS 1 1 Registration No. 33-54797 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AT&T 1996 EMPLOYEE STOCK PURCHASE PLAN ============================================================================== 2 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") and are incorporated herein by reference: (1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1995; (2) AT&T's Current Reports on Form 8-K dated January 2, 1996 and March 21, 1996; and (3) 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 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. 3 Item 8. Exhibits. Exhibit Number 5 Opinion of Marilyn J. Wasser, Vice President - Law and Secretary of the registrant, as to the legality of the securities to be issued. 23-A Consent of Coopers & Lybrand L.L.P. 23-B Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as Exhibit 5. 24 Powers of Attorney executed by officers and directors who signed this post-effective amendment. 4 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 the 29th day of April, 1996. AT&T CORP. By S. L. Prendergast (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: # # R. E. Allen Chairman # of the Board # # Principal Financial Officer: # # R. W. Miller Senior Executive Vice # President and Chief ###By S. L. Prendergast Financial Officer # (attorney-in-fact)* # Principal Accounting Officer: # # M. B. Tart Vice President # and Controller # April 29, 1996 # Directors: # # R. E. Allen # Kenneth T. Derr # M. Kathryn Eickhoff # Walter Y. Elisha # Belton K. Johnson # Ralph S. Larsen # Alex J. Mandl # Donald F. McHenry # Michael I. Sovern # *by power of attorney Joseph D. Williams # Thomas H. Wyman # 5 EXHIBIT INDEX Exhibit Number 5 Opinion of Marilyn J. Wasser, Vice President - Law and Secretary of the registrant, as to the legality of the securities to be issued. 23-A Consent of Coopers & Lybrand L.L.P. 23-B Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as Exhibit 5. 24 Powers of Attorney executed by officers and directors who signed this post-effective amendment. EX-5 2 1 Exhibit 5 Marilyn J. Wasser AT&T LOGO Vice President - Law 32 Avenue of the Americas and Secretary New York, N.Y. 10013-2412 212-387-5420 April 29, 1996 AT&T Corp. 32 Avenue of the Americas New York, New York 10013 Dear Sirs: With reference to the Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 on Form S-8 (the "Amendment") 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, relating to the offer and sale by the Company of up to 25 million common shares (par value $1 per share) of the Company (the "Shares") under the AT&T 1996 Employee Stock Purchase Plan (the "Plan"), which Shares, under the terms of the Plan 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 Plan 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. In giving the foregoing opinion, I have relied on an opinion of H. John Hokenson, General Attorney, AT&T Corp., to the undersigned, dated today. I hereby consent to the filing of this opinion with the SEC in connection with the Amendment referred to above. Very truly yours, Marilyn J. Wasser EX-23 3 1 Exhibit 23-A Consent of Independent Auditors ------------------------- We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the registration statement on Form S-8 (File No.33-54797) of AT&T Corp. (the "Company") of our reports, which include explanatory paragraphs regarding the change in 1993 in methods of accounting for postretirement benefits, postemployment benefits and income taxes, dated January 25, 1996, on our audits of the consolidated financial statements and consolidated financial statement schedule of the Company and its subsidiaries, which are included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. COOPERS & LYBRAND L.L.P. New York, New York April 29, 1996 EX-23 4 1 Exhibit 23-B Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as Exhibit 5. EX-24 5 1 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 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 R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorney 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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 21st day of April, 1996. R. E. ALLEN Chairman of the Board and Director 2 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 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 S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No.33-54797 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 21st day of April, 1996. R. W. Miller Senior Executive Vice President and Chief Financial Officer 3 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 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 R. W. MILLER and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No.33-54797 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 23rd day of April, 1996. M. B. Tart Vice President and Controller 4 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Kenneth T. Derr Director 5 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Walter Y. Elisha Director 6 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Belton K. Johnson Director 7 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Ralph S. Larsen Director 8 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Alex J. Mandl Director 9 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Michael I. Sovern Director 10 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Joseph D. Williams Director 11 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Thomas H. Wyman Director 12 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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 23rd day of April, 1996. M. Kathryn Eickhoff Director 13 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, Post-Effective Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to 25 million common shares to be offered under the AT&T 1996 Employee Stock Purchase Plan; and WHEREAS, the undersigned is a director of the Company: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, 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 such Post-Effective Amendment No. 1 to such Registration Statement No. 33-54797 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, 1996. Donald F. McHenry Director -----END PRIVACY-ENHANCED MESSAGE-----