Registration No. 333-
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)
One AT&T Way
Bedminster, New Jersey 07921
(Address of Principal Executive Offices)(Zip Code)
AT&T 1996 AMENDED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------
ROBERT S. FEIT, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
ONE AT&T WAY
BEDMINSTER, NEW JERSEY 07921
(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
===============================================================================
+ + + +
+ + + +
AT&T Common + + + +
Stock, par + 2,000,000 + $16.555 + $33,110,000 + $2,678.60
value $1.00 + shares + + +
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
AT&T Common Stock, par value $1.00 per share, on the New York Stock Exchange on
March 24, 2003.
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 AT&T Amended
1996 Employee Stock Purchase Plan (the "Plan") listed above.
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (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.
STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES
AT&T Corp. ("AT&T") has heretofore filed on July 29, 1994, a registration
statement on Form S-8, as amended by Post-Effective Amendment No. 1 thereto
dated April 30, 1996, File No. 33-54797 (the "Earlier Registration Statement")
which registered 25,000,000 shares (7,500,000 as adjusted for the splits
referenced below) of AT&T Common Stock (the "Common Stock") to be offered under
the Plan. In April 1999, there was a three-for-two split of the Common Stock and
in November 2002 there was a one-for-five reverse split of the Common Stock.
Pursuant to General Instruction E to Form S-8, AT&T hereby incorporates by
reference the contents of the Earlier Registration Statement.
ADDITIONAL INFORMATION
PART II, Item 5. Interests of Named Experts and Counsel.
As of March 1, 2003 Robert S. Feit, Vice President - Law and Corporate
Secretary of AT&T, owned 1246 shares of AT&T common stock (including restricted
shares) and had options to purchase additional shares AT&T common stock. Mr.
Feit is currently a participant under the Plan.
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 Bedminster, New Jersey, on the 31st day of March, 2003.
AT&T CORP.
By: /s/ Robert S. Feit
---------------------------
Name: Robert S. Feit
Title: Vice President - Law and Secretary
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
PRINCIPAL EXECUTIVE OFFICER: CAPACITY
David W. Dorman* Chairman and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Thomas W. Horton* Senior Executive Vice President
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Nicholas S. Cyprus* Vice President and Controller
DIRECTORS
David W. Dorman*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Frank C. Herringer*
Amos B. Hostetter, Jr.*
Shirley A. Jackson*
Donald F. McHenry*
Tony L. White*
* By: /s/ Robert S. Feit
------------------------
Robert S. Feit
(Attorney-In-Fact)
March 31, 2003
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plan have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in State of New Jersey
on the 31st day of March 2003.
AT&T AMENDED 1996 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Daniel P. Feldman
----------------------------
Name: Daniel P. Feldman
Title: Administrator
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5 Opinion of Robert S. Feit, Vice President - Law and Corporate Secretary
of the registrant, as to the legality of the securities to be issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of KPMG LLP
23.4 Consent of KPMG LLP
23.5 Consent of KPMG LLP
23.6 Consent of Robert S. Feit is contained in the opinion of counsel filed
as Exhibit 5
24.1 Powers of Attorney
Exhibit 5
One AT&T Way
Bedminster, New Jersey 07921
March 31, 2003
AT&T Corp.
One AT&T Way
Bedminster, New Jersey 07921
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 AT&T Common Stock (par value $1 per share) (the "Shares") which may be
offered and sold by the Company under the AT&T Amended 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.
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 23, 2003, except for Note 20,
as to which the date is February 28, 2003, relating to the consolidated
financial statements which appear in AT&T Corp.'s Annual Report on Form 10-K for
the year ended December 31, 2002. We also consent to the incorporation by
reference of our report dated January 23, 2003 relating to the consolidated
financial statement schedule, which appears in AT&T Corp.'s Annual Report on
Form 10-K for the year ended December 31, 2002.
PricewaterhouseCoopers LLP
New York, New York
March 28, 2003
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 1, 2002, relating to the
consolidated financial statements of Concert B.V., and it's subsidiaries, which
appear in AT&T Corp.'s Annual Report on Form 10-K for the year ended December
31, 2002.
PricewaterhouseCoopers LLP
McLean, Virginia
March 28, 2003
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AT&T Canada Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of AT&T Corp. of our report to the Board of Directors dated January 31,
2003, except as to notes 1, 8 and 25, which are as of February 25, 2003,
relating to the consolidated balance sheet of AT&T Canada Inc. ("the Company")
as of December 31, 2001, and the related consolidated statements of operations
and deficit and cash flows for the year then ended, which appears as an exhibit
to the AT&T Corp. 2002 Annual Report on Form 10-K
Our report contains Comments by the Auditors for U.S. Readers on Canada - U.S.
Reporting Differences which states that in the United States, reporting
standards for auditors require the addition of an explanatory paragraph
(following the opinion paragraph) when the financial statements are affected by
conditions and events that cast substantial doubt on the Company's ability to
continue as a going concern such as those described in note 1 to the
consolidated financial statements. Our report to the Board of Directors is
expressed in accordance with Canadian reporting standards, which do not permit a
reference to such conditions and events in the auditors' report when these are
adequately disclosed in the financial statements.
In addition, in the United States, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there is a change in accounting principles that has a material effect on the
comparability of the Company's financial statements, such as the change
described in note 2(e) to the consolidated financial statements. Our report to
the Board of Directors is expressed in accordance with Canadian reporting
standards, which do not require a reference to such a change in accounting
principles in the auditors' report when the change is properly accounted for and
adequately disclosed in the financial statements.
KPMG LLP
Toronto, Canada
March 26, 2003
Exhibit 23.4
Independent Auditors' Consent
The Board of Directors
AT&T Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8, relating to the AT&T 1996 Amended Employee Stock Purchase Plan, of our
report, dated February 26, 2001, with respect to the combined statements of
operations and comprehensive earnings, attributed net assets, and cash flows, of
Liberty Media Group for the year ended December 31, 2000, which report appears
in the 2002 annual report on Form 10-K of AT&T Corp.
KPMG LLP
Denver, Colorado
March 26, 2003
Exhibit 23.5
Independent Auditors' Consent
The Board of Directors
AT&T Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8, relating to the AT&T 1996 Amended Employee Stock Purchase Plan, of our
report, dated March 8, 2002, with respect to the consolidated balance sheets of
Liberty Media Corporation and subsidiaries ("New Liberty" or "Successor") as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, comprehensive earnings, stockholders' equity, and cash flows for the
years ended December 31, 2001 and 2000 and the period from March 1, 1999 to
December 31, 1999 (Successor periods) and from January 1, 1999 to February 28,
1999 (Predecessor period), which report appears in the 2002 annual report on
Form 10-K of AT&T Corp.
As discussed in notes 3 and 8 to the aforementioned consolidated financial
statements, the Company changed its method of accounting for derivative
instruments and hedging activities in 2001.
As discussed in note 1 to the aforementioned consolidated financial statements,
effective March 9, 1999, AT&T Corp., the former parent company of New Liberty,
acquired Tele-Communications, Inc., the former parent company of Liberty Media
Corporation, in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.
KPMG LLP
Denver, Colorado
March 26, 2003
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Kenneth T. Derr
------------------------
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; 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. S. FEIT
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 statements and amendments to existing
registration statements 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 19th day of March, 2003.
/s/ David W. Dorman
-------------------------
David W. Dorman
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ M. Kathryn Eickhoff
---------------------------
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Frank C. Herringer
-----------------------------
Frank C. Herringer
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Amos B. Hostetter, Jr.
------------------------------
Amos B. Hostetter, Jr.
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Shirley Ann Jackson
----------------------------
Shirley Ann Jackson
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Jon C. Madonna
---------------------------
Jon C. Madonna
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Donald F. McHenry
--------------------------
Donald F. McHenry
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 statements on Form S-8 with respect to up to an additional 2
million shares of AT&T Common Stock to be offered under the Company's Amended
1996 Employee Stock Purchase Plan, as further amended; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 19th day of March, 2003.
/s/ Tony L. White
-----------------------
Tony L. White
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 statements with respect to up to an additional 2 million shares of
AT&T Common Stock to be offered under the Company's Amended 1996 Employee Stock
Purchase Plan, as further amended; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing
registration statements 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 31st day of March, 2003.
/s/ Thomas W Horton
---------------------------
Thomas W. Horton
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 statements with respect to up to an additional 2 million shares of
AT&T Common Stock to be offered under the Company's Amended 1996 Employee Stock
Purchase Plan, as further amended; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. S. FEIT
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 statements and amendments to existing registration
statements 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 31st day of March, 2003.
/s/ Nicholas S. Cyprus
-----------------------------
Nicholas S. Cyprus
Vice President and Controller