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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 1994
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Ameritech Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8612 36-3251481
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(Commission File Number) (IRS Employer Identification No.)
30 South Wacker Drive, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 750-5000
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The purpose of this Current Report on Form 8-K is to file conformed copies
of an Underwriting Agreement (attached hereto as Exhibit 1-a) and a Pricing
Agreement (attached hereto as Exhibit 1-b) executed in connection with a
proposed offering of notes by Ameritech Capital Funding Corporation, a wholly-
owned subsidiary of the Registrant ("Capital Funding"), to be issued pursuant to
the Registration Statements on Form S-3 (File Nos. 33-32705 and 33-36790) filed
by the Company and Ameritech with the Commission under the Act on December 21,
1989 and September 12, 1990, respectively (the "Registration Statements"),
together with a form of the Officers' Certificate (attached hereto as Exhibit 4-
a) and notes (attached hereto as Exhibit 4-b), for incorporation into the
Registration Statements.
Item 7. Financial Statements and Exhibits.
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<TABLE>
<CAPTION>
(c) Exhibits.
Number Description
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<S> <C>
1-a Conformed copy of executed Underwriting Agreement dated
April 25, 1994 among Capital Funding, the Registrant and
Goldman, Sachs & Co., as Representatives (the
"Representatives") of the several Underwriters named in
the Pricing Agreement.
1-b Conformed copy of executed Pricing Agreement dated May 5,
1994 among Capital Funding, the Registrant and the
Representatives.
4-a Form of Officers' Certificate to be delivered
establishing Capital Funding's Floating Rate Notes due
May 12, 1998.
4-b Form of Floating Rate Notes due May 12, 1998.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 11, 1994 AMERITECH CORPORATION
By: /s/ Richard W. Pehlke
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Title:Vice President & Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
In
Number Description This Report
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<C> <S> <C>
1-a Conformed copy of executed Underwriting
Agreement dated April 25, 1994 among
Capital Funding, the Registrant and
Goldman, Sachs & Co., as Representatives
(the "Representatives") of the several
Underwriters named in the Pricing
Agreement.
1-b
Conformed copy of executed Pricing
Agreement dated May 5, 1994 among
Capital Funding, the Registrant and the
Representatives.
4-a Form of Officers' Certificate to be
delivered establishing Capital Funding's
Floating Rate Notes due May 12, 1998.
4-b Form of Floating Rate Notes due May 12,
1998 of Capital Funding.
</TABLE>
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EXHIBIT 1-A
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AMERITECH CAPITAL FUNDING CORPORATION
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED BY
AMERITECH CORPORATION
UNDERWRITING AGREEMENT
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April 25, 1994
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time Ameritech Capital Funding Corporation, a Delaware
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"). The Securities will be guaranteed
unconditionally as to payments of principal, premium, if any, and interest (the
"Guarantees") by Ameritech Corporation ("Ameritech").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any
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of the Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the currency of
such Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.
2. The Company and Ameritech jointly and severally represent and warrant
to and agree with each of the Underwriters that:
(a) A joint registration statement in respect of the Securities and
the Guarantees has been filed with the Securities and Exchange Commission
(the "Commission"); such registration statement and any post-effective
amendment thereto, each in the form heretofore delivered or to be delivered
to the Representatives and, excluding exhibits to such registration
statement but including all documents incorporated by reference in the
prospectus contained therein, to the Representatives for each of the other
Underwriters, have been declared effective by the Commission in such form;
no other document with respect to such registration statement or document
incorporated by reference therein has heretofore been filed or transmitted
for filing with the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) of the rules
and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), being hereinafter called a "Preliminary Prospectus";
the various parts of such registration statement, including all exhibits
thereto (other than the Form T-1, as hereinafter defined) and the documents
incorporated by reference in the
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prospectus contained in the registration statement at the time such part of
the registration statement was declared effective, each as amended at the
time such part became effective, being hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment to the Registration
Statement shall be deemed to include any annual report of Ameritech filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective
date of the Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the
form in which it is filed with the Commission pursuant to Rule 424 under
the Act in accordance with Section 5(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and
any further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case
may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
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misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company or
Ameritech by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements thereto will conform, in all material
respects to the applicable requirements of the Act and the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to (i) that
part of the Registration Statement which shall constitute the Statement of
Eligibility (Form T-1) of the Trustee under the Trust Indenture Act (the
"Form T-1") or (ii) any statements or omissions made in reliance upon and
in conformity with information furnished in writing to the Company or
Ameritech by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(d) The filing of the Registration Statement with respect to the
Securities and the Guarantees has been duly authorized by the Company and
Ameritech; when Designated Securities are issued and delivered pursuant to
this Agreement and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities will have been duly executed,
authenticated, issued and delivered by the Company and will constitute
legal, valid and binding obligations of the Company entitled to the
benefits provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; when the Guarantees are
endorsed on Designated Securities which are issued and delivered pursuant
to this Agreement and the Pricing Agreement with respect to such Designated
Securities, such Guarantees will have been duly executed and delivered and
will constitute legal, valid and binding obligations of Ameritech
enforceable in accordance with their terms; the Indenture has been duly
authorized by the Company and Ameritech and, at each Time of Delivery (as
defined in Section 4 hereof) for such Designated Securities the Indenture
will be duly qualified under the
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Trust Indenture Act and will constitute a legal, valid and binding
instrument of the Company and Ameritech, enforceable in accordance with its
terms; and the Indenture conforms, and the Designated Securities and the
Guarantees will conform, to the descriptions thereof in the Prospectus as
amended or supplemented with respect to such Designated Securities. The
foregoing representations are subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium and other
laws affecting creditors' rights generally from time to time in effect and
to general equitable principles.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such areas
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor, payable to the
Company in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.
5. The Company and Ameritech jointly and severally agree with each of the
Underwriters of any Designated Securities:
(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act, within the applicable time period prescribed for such filing,
following the execution and delivery of the Pricing Agreement relating to
the applicable Designated Securities or, if applicable, such other time as
may be required by Rule 424(b); to make no further amendment or any
supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Designated Securities and prior to the Time of Delivery which shall be
disapproved upon a reasonable basis by the Representatives promptly after
reasonable notice thereof; to advise the Representatives promptly of any
such amendment or supplement
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after such Time of Delivery for such Designated Securities and furnish the
Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company or Ameritech with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus
is required in connection with the offering or sale of such Securities or
the Guarantees, and during such same period to advise the Representatives,
promptly after either of them receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective
or any supplement to the Prospectus or any amended Prospectus has been
filed, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of such Securities for
offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or any request by the Commission for
the amending or supplementing of the Registration Statement or Prospectus
or for additional information; and, in the event of the issuance of any
such stop order or of any such order preventing or suspending the use of
any prospectus relating to the Securities or suspending any such
qualification, to use promptly their best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities and the
Guarantees for offering and sale under the securities laws of such
jurisdictions as the Representatives may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution
of such Securities and the Guarantees, provided that in connection
therewith neither the Company nor Ameritech shall be required to qualify as
a foreign corporation or to file a general consent to service of process in
any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus
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or to file under the Exchange Act any document incorporated by reference in
the Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and upon their request
to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance;
(d) To make generally available to Ameritech's security-holders as
soon as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c)), an earnings statement of Ameritech and its subsidiaries (which
need not be audited) complying with Section 11(a) of the Act and the rules
and regulations of the Commission thereunder (including, at the option of
the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing Agreement
for such Designated Securities and continuing to and including the earlier
of (i) the termination of trading restrictions, if any, for such Designated
Securities, as notified to the Company and Ameritech by the Representatives
named in Schedule II to the Pricing Agreement for such Designated
Securities, and (ii) the Time of Delivery for such Designated Securities,
not to offer, sell, contract to sell or otherwise dispose of (A) any debt
securities of the Company or Ameritech which mature more than one year
after such Time of Delivery and which are substantially similar to such
Designated Securities or (B) any guarantee by Ameritech of debt securities
which mature more than one year after such Time of Delivery and which are
substantially similar to such Designated Securities, in either case,
without the prior written consent of the Representatives.
6. The Company and Ameritech jointly and severally covenant and agree
with the several Underwriters that the Company or Ameritech will pay or cause to
be paid the following: (i) the fees, disbursements and expenses of the Company's
and Ameritech's counsel and accountants in connection with the registration of
the Securities and the Guarantees under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities and the
Guarantees; (iii) all expenses in connection
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with the qualification of the Securities and the Guarantees for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the fees (not in excess of $5,000 for the Designated Securities issued under the
Pricing Agreement relating to such Designated Securities) and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and Legal Investment Memoranda; (iv) any fees
charged by securities rating services for rating the Securities; (v) any filing
fees incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities and the Guarantees;
(vi) the cost of preparing the Securities; (vii) the fees and expenses of any
Trustee and any agent of any Trustee and the fees and disbursements of counsel
for any Trustee in connection with any Indenture and the Securities; and (viii)
all other costs and expenses incident to the performance of their respective
obligations hereunder which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
Section 8 and Section 11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company and Ameritech
herein are, at and as of the Time of Delivery for such Designated Securities,
true and correct, the condition that the Company and Ameritech shall have
performed all of their respective obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) of this Agreement; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction;
(b) Mayer, Brown & Platt, counsel for the Underwriters, or such other
counsel acting for the Underwriters, shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Securities, with respect to the incorporation of each of
the Company and
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Ameritech, the validity of the Indenture, the Designated Securities, the
Guarantees, the Registration Statement, the Prospectus as amended or
supplemented and such other related matters as the Representatives may
reasonably request, and such counsel shall have received such documents and
information as they may reasonably request to enable them to pass upon such
matters;
(c) The Company and Ameritech shall have furnished to the
Representatives the opinion of Winston & Strawn, counsel for the Company
and Ameritech, or such other counsel reasonably satisfactory to the
Representatives, dated the Time of Delivery for such Designated Securities,
in form and substance reasonably satisfactory to the Representatives, to
the effect that:
(i) the Designated Securities, the Guarantees and the Indenture
conform to the descriptions thereof contained in the Prospectus as
amended or supplemented;
(ii) the Indenture has been duly qualified under the Trust
Indenture Act;
(iii) the Registration Statement has become effective under the
Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Prospectus as amended or supplemented and, if any,
any further amendments and supplements thereto made by the Company or
Ameritech prior to the Time of Delivery for the Designated Securities
(other than material incorporated by reference therein, the financial
statements and other financial and statistical information contained
therein and the Statement of Eligibility of the Trustee (Form T-1)
under the Trust Indenture Act, as to which such counsel need express
no opinion) comply as to form in all material respects with the
applicable requirements of the Act and the Exchange Act and the
respective rules thereunder; and such counsel has no reason to believe
that the Registration Statement at its effective date contained any
untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading or that, as of its date, the Prospectus as
amended or supplemented and any further amendments and supplements
thereto made by the Company or Ameritech (other than financial
statements and other financial and statistical
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information contained therein and the Statement of Eligibility of the
Trustee (Form T-1) under the Trust Indenture Act, as to which such
counsel need express no opinion) includes any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading; and
(iv) assuming continued compliance with Rule 3a-5 under the
Investment Company Act of 1940, as amended (the "Investment Company
Act"), the Company is exempt from the provisions of the Investment
Company Act, and Ameritech is not an "investment company" within the
meaning of such Act.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws other than the laws of the United States, to the extent
deemed proper and specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are reasonably satisfactory to
counsel for the Representatives, (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company and Ameritech and
public officials and (C) as to certain matters relating to the legality of the
issuance of the Designated Securities and the Guarantees, on the opinion of the
counsel specified in subparagraph (d) below.
(d) The Company and Ameritech shall have furnished to the Representatives
the opinion of the General Counsel, the Associate General Counsel, a Counsel or
a General Attorney of Ameritech, dated the Time of Delivery of the Designated
Securities, in form and substance reasonably satisfactory to the
Representatives, to the effect that:
(i) each of the Company and Ameritech and Illinois Bell Telephone
Company, Indiana Bell Telephone Company, Incorporated, Michigan Bell
Telephone Company, The Ohio Bell Telephone Company and Wisconsin Bell, Inc.
(individually a "Significant Subsidiary" and collectively the "Significant
Subsidiaries") has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction in which it
is chartered or organized, with full corporate power and authority to own
its properties and conduct its business as described in the Prospectus as
amended or supplemented or in any further amendments or supplements thereto
made by the Company or Ameritech prior to the Time of Delivery for the
Designated Securities, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction
which requires such qualification, except where the failure to be so
qualified would not have a material adverse affect on the
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condition (financial or other), earnings, business or property of Ameritech
and its subsidiaries taken as a whole;
(ii) all the outstanding shares of capital stock of each Significant
Subsidiary and the Company have been duly and validly authorized and issued
and are fully paid and nonassessable, and, except as otherwise set forth in
the Prospectus as amended or supplemented, all outstanding shares of
capital stock of the Significant Subsidiaries and of the Company are owned
by Ameritech free and clear of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any other security interests,
claims, liens or encumbrances;
(iii) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company,
Ameritech or any of its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not adequately disclosed
in the Prospectus as amended or supplemented, and there is no franchise,
contract or other document of a character required to be described in the
Registration Statement or Prospectus as amended or supplemented, or to be
filed as an exhibit, which is not described or filed as required; and the
statements included or incorporated in the Prospectus as amended or
supplemented describing any legal proceedings or material contracts or
agreements relating to the Company or Ameritech fairly summarize such
matters;
(iv) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated in this Agreement except such as have been
obtained under the Act and such as may be required under the blue sky laws
of any jurisdiction in connection with the sale of the Designated
Securities or the Guarantees as contemplated by this Agreement and the
Pricing Agreement with respect to the Designated Securities and such other
approvals (specified in such opinion) as have been obtained;
(v) neither the execution and delivery of the Indenture, the issue and
sale of the Designated Securities and the Guarantees nor the consummation
of any other of the transactions contemplated in this Agreement nor the
fulfillment of the terms hereof or the Pricing Agreement with respect to
the Designated Securities will conflict with, result in a breach of, or
constitute a default under, the charter or by-laws of the Company or
Ameritech or the terms of any indenture or other material agreement or
material instrument known to such counsel and to which the Company or
Ameritech or any of its subsidiaries is a party or bound, or
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any order or regulation known to such counsel to be applicable to the
Company or Ameritech or any of its Significant Subsidiaries of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or Ameritech or any Significant
Subsidiary;
(vi) the Guarantees have been duly authorized, executed, issued and
delivered by Ameritech and constitute the legal, valid and binding
obligations of Ameritech enforceable in accordance with their terms
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect and to general equitable
principles);
(vii) the Indenture has been duly authorized, executed and delivered
by the Company and Ameritech, and constitutes a legal, valid and binding
instrument enforceable against the Company and Ameritech in accordance with
its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
equitable principles); and the Designated Securities have been duly
authorized, executed, issued and delivered by the Company and, when
authenticated in accordance with the provisions of the Indenture, will
constitute the legal, valid and binding obligations of the Company entitled
to the benefits of the Indenture;
(viii) this Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered by
the Company and Ameritech; and
(ix) to the best knowledge of such counsel, the material incorporated
by reference into the Registration Statement and the Prospectus as amended
and supplemented (other than the financial statements and other financial
and statistical information contained therein as to which such counsel need
express no opinion) comply as to form in all material respects with the
applicable requirements of the Act and the Exchange Act and the respective
rules thereunder; and such counsel has no reason to believe that the
Registration Statement at its effective date contained any untrue statement
of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not misleading
or that, as of its date, the Prospectus as amended or supplemented and any
further amendments and supplements thereto made by the Company or Ameritech
(other than the financial statements and other financial and statistical
information contained therein as to which such counsel need
-12-
<PAGE>
express no opinion) includes any untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Illinois, the
corporate law of the State of Delaware or the laws of the United States, to the
extent deemed proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are reasonably
satisfactory to counsel for the Representatives and (B) as to matters of fact,
to the extent deemed proper, on certificates of responsible officers of the
Company and Ameritech and public officials.
(e) On the date of the Pricing Agreement for such Designated Securities and
at the Time of Delivery for such Designated Securities, Arthur Andersen & Co.
shall have furnished to the Representatives a letter, dated the effective date
of the Registration Statement or the date of the most recent report filed with
the Commission containing financial statements and incorporated by reference in
the Registration Statement, if the date of such report is later than such
effective date, and a letter dated such Time of Delivery, respectively, to the
effect set forth in Annex II hereto, and with respect to such letter dated such
Time of Delivery, as to such other matters as the Representatives may reasonably
request and in form and substance satisfactory to the Representatives;
(f) The Company shall have furnished to the Representatives a certificate
of the Company, signed by the President and the principal financial or
accounting officer or Assistant Treasurer of the Company, dated as of the Time
of Delivery of the Designated Securities, to the effect that the signers of such
certificate have examined the Registration Statement, the Prospectus as amended
or supplemented and any further amendments and supplements thereto made by the
Company or Ameritech prior to the Time of Delivery for the Designated Securities
and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
date hereof with the same effect as if made on the date hereof and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied as a condition to the
obligation of the Underwriters of the Designated Securities under the
Pricing Agreement relating thereto;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for
-13-
<PAGE>
that purpose have been instituted or, to such officers' knowledge,
threatened; and
(iii) since the date of the most recent financial statements included
in the Prospectus as amended or supplemented (exclusive of any further
amendments or supplements thereto), there has been no material adverse
change in the condition (financial or other), earnings, business or
properties of the Company and its subsidiaries taken as a whole, whether or
not arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Prospectus as amended or supplemented
(exclusive of any further amendments or supplements thereto).
(g) Ameritech shall have furnished to the Representatives a certificate of
Ameritech, signed by the Chairman of the Board, a Vice Chairman, a President or
any Vice President and the principal financial or accounting officer, Treasurer
or Assistant Treasurer of Ameritech, dated as of the Time of Delivery of the
Designated Securities, to the effect that the signers of such certificate have
examined the Registration Statement, the Prospectus as amended or supplemented
and any further amendments and supplements thereto made by the Company or
Ameritech prior to the Time of Delivery for the Designated Securities and this
Agreement and that:
(i) the representations and warranties of Ameritech in this Agreement
are true and correct in all material respects on and as of the date hereof
with the same effect as if made on the date hereof and Ameritech has
complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied as a condition to the obligation of the
Underwriters of the Designated Securities under the Pricing Agreement
relating thereto;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to such officers' knowledge, threatened; and
(iii) since the date of the most recent financial statements included
in the Prospectus as amended or supplemented (exclusive of any further
amendments or supplements thereto), there has been no material adverse
change in the condition (financial or other), earnings, business or
properties of Ameritech and its subsidiaries taken as a whole, whether or
not arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Prospectus as amended or supplemented
(exclusive of any further amendments or supplements thereto).
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities and prior to the Time of Delivery
-14-
<PAGE>
thereof, (1) no downgrading shall have occurred in the rating accorded the
Company's or Ameritech's debt securities by any of Standard & Poor's
Corporation, Moody's Investors Service, Inc. or Duff & Phelps Credit Rating Co.
and (2) none of such organizations shall have publicly announced that it has
under surveillance or review with possible negative implications its rating of
any of the Company's or Ameritech's debt securities;
(i) On or after the date of the Pricing Agreement relating to the
Designated Securities and prior to the Time of Delivery thereof, there shall not
have occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by either
Federal or New York State authorities; or (iii) the outbreak or material
escalation of hostilities involving the United States or the declaration by the
United States, on or after the date of such Pricing Agreement and prior to such
Time of Delivery, of a national emergency or war if the effect of any such event
specified in this clause (iii) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented; and
(j) Neither the Company nor Ameritech shall have made, after the date of
the Pricing Agreement for any Designated Securities and prior to the Time of
Delivery for such Designated Securities, any amendment or supplement to the
Registration Statement or Prospectus as amended or supplemented which shall have
been reasonably disapproved by the Representatives for such Designated
Securities.
8. (a) The Company and Ameritech will jointly and severally indemnify
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject
under the Act, the Exchange Act or any other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim; provided, however, that
neither the Company nor Ameritech shall be liable in any such case to the extent
that any such loss, claim, damage or
-15-
<PAGE>
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
any preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company or Ameritech by any
Underwriter of Designated Securities through the Representatives expressly for
use in the Prospectus as amended or supplemented relating to such Securities;
and provided, further, that, in the event that the Prospectus as amended or
supplemented shall have been further amended or supplemented and copies thereof,
as so further amended or supplemented, furnished to each Underwriter prior to
the confirmation of any sales of Designated Securities, such indemnity with
respect to the Prospectus as amended or supplemented shall not inure to the
benefit of any Underwriter from whom the person asserting any such loss, claim,
damage or liability purchased the Designated Securities which are the subject
thereof if such person did not, at or prior to the confirmation of the sale of
Designated Securities to such person, receive a copy of the Prospectus
(excluding documents incorporated by reference) as so further amended or
supplemented and the untrue statement or omission of a material fact contained
in the Prospectus as amended or supplemented was corrected in the Prospectus as
so further amended or supplemented.
(b) Each Underwriter will indemnify and hold harmless the Company and
Ameritech against any losses, claims, damages or liabilities to which the
Company or Ameritech may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company or Ameritech by
such Underwriter through the Representatives expressly for use therein; and will
reimburse the Company and Ameritech for any legal or other expenses reasonably
incurred by the Company or Ameritech in connection with investigating or
defending any such action or claim.
-16-
<PAGE>
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by you in the case of subsection (a),
representing the indemnified parties under such subsection (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in subsection (a) is due
in accordance with its terms but is for any reason held by a court to be
unavailable from the Company or Ameritech on grounds of policy or otherwise, the
Company, Ameritech
-17-
<PAGE>
and each of the Underwriters of the Designated Securities shall contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expense reasonably incurred in connection with investigating or defending same)
to which the Company, Ameritech and any of the Underwriters of the Designated
Securities may be subject in such proportion so that each of the Underwriters of
the Designated Securities is responsible for that portion represented by the
percentage that the aggregate discounts and commissions received by such of the
Underwriters of the Designated Securities in connection with the Designated
Securities from which such losses, claims, damages and liabilities arise bears
to the aggregate principal amount of such Designated Securities sold and the
Company and Ameritech are responsible for the balance; provided, however, that
(y) in no case shall any of the Underwriters of the Designated Securities be
responsible for any amount in excess of the discounts and commissions received
by such of the Underwriters of the Designated Securities in connection with the
Designated Securities from which such losses, claims, damages and liabilities
arise and (z) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls any of the Underwriters of Designated
Securities within the meaning of the Act shall have the same rights to
contribution as you and each person who controls the Company or Ameritech within
the meaning of either the Act or the Exchange Act, each officer of the Company
and Ameritech who shall have signed the Registration Statement and each director
of the Company and Ameritech shall have the same rights to contribution as the
Company and Ameritech, subject in each case to clauses (y) and (z) of this
paragraph (d). Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this paragraph (d), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than under this
paragraph (d).
(e) The obligations of the Company and Ameritech under this Section 8 shall
be in addition to any liability which the Company or Ameritech may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
and Ameritech and to each person, if any, who controls the Company or Ameritech
within the meaning of the Act.
-18-
<PAGE>
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company and
Ameritech agree to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to the Pricing Agreement
with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of
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<PAGE>
Designated Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of the Designated Securities, as referred to in
subsection (b) above, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Designated Securities of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Securities shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, Ameritech and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company or Ameritech, or any officer or director or controlling person of the
Company or Ameritech, and shall survive delivery of and payment for the
Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, neither the Company nor Ameritech shall then be under any liability to
any Underwriter with respect to the Designated Securities covered by such
Pricing Agreement except as provided in Section 6 and Section 8 hereof; but, if
for any other reason Designated Securities are not delivered by or on behalf of
the Company as provided herein, the Company and Ameritech will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses approved
in writing by the Representatives, including the reasonable fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Company and Ameritech shall then be under no further liability to any
Underwriter with respect to such Designated Securities except as provided in
Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram or facsimile transmission if promptly confirmed in
writing, and if to the
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<PAGE>
Underwriters shall be sufficient in all respects if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company or Ameritech shall be sufficient in all
respects if delivered or sent by registered mail to the respective addresses of
the Company and Ameritech set forth in the Registration Statement, in the case
of the Company, Attention: President, and, in the case of Ameritech, Attention:
Senior Vice President and General Counsel; provided, however, that any notice to
an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
registered mail to such Underwriter at its address set forth in its
Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company or Ameritech by the Representatives upon
request.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company, Ameritech and, to
the extent provided in Section 8 and Section 10 hereof, the officers and
directors of the Company and Ameritech and each person who controls the Company
or Ameritech or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement or any such Pricing
Agreement. No purchaser of any of the Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement. "Business day"
as used herein shall mean any day when the Commission's office in Washington,
D.C. is normally open for business.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.
16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
17. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers and directors of
controlling persons referred to in Section 8 hereof, and no other person will
have any right or obligation hereunder.
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<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return seven counterparts hereof.
Very truly yours,
AMERITECH CAPITAL FUNDING
CORPORATION
By: /s/ Robert J. Kolbe
---------------------
Title: President
------------------
AMERITECH CORPORATION
By: /s/ Richard W. Pehlke
---------------------
Title: Vice President & Treasurer
--------------------------
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<PAGE>
Accepted as of the date hereof:
/s/ Goldman, Sachs & Co.
- - ------------------------------
Goldman, Sachs & Co.
on behalf of Goldman, Sachs & Co.
and the other several Underwriters
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<PAGE>
ANNEX I
Pricing Agreement
-----------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[ ]
[ ]
Dear Sirs:
Ameritech Capital Funding Corporation (the "Company") proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement,
dated______________,____ (the "Underwriting Agreement"), between the Company and
Ameritech Corporation ("Ameritech") on the one hand and [names of
representative(s) named therein] on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). The Securities
will be guaranteed unconditionally as to payments of principal, premium, if any,
and interest by Ameritech. Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
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<PAGE>
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us ___ counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Company and Ameritech. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company or Ameritech for examination, upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
AMERITECH CAPITAL FUNDING
CORPORATION
By: __________________________
AMERITECH CORPORATION
By: __________________________
Accepted as of the date hereof:
[NAME(S) OF REPRESENTATIVE(S)]
By: ___________________________
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<PAGE>
SCHEDULE I
Principal Amount of
Designated securities
to be
Underwriter Purchased
----------- ---------------------
[Name(s) of Representative(s)]...............
[Names of other Underwriters]
-------------
Total...................................... $____________
-------------
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<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] [Warrants] due
AGGREGATE PRINCIPAL AMOUNT:
$
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if
any, from to ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House (next day) funds
INDENTURE:
Indenture, dated January 1, 1990, between the Company, Ameritech and
Continental Bank, National Association, as Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
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<PAGE>
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
principal face amount of $ or an integral multiple thereof,
[on or after , at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before , %
and if], redeemed during the 12-month period beginning
Redemption
Year Rate
---- ----
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[On any interest payment date falling or after , , at the election of
the Company, at a redemption price equal to the principal amount thereof,
plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on
in each of the years [ ] through [ ] at 100% of their principal
amount plus accrued interest] [, together with [cumulative]
[noncumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Securities in the
years through at 100% of their principal amount plus accrued
interest.]
[IF SECURITIES ARE EXTENDABLE DEBT SECURITIES, INSERT --
EXTENDABLE PROVISIONS:
Securities are repayable on , [insert date and years], at the
option of the holder, at their principal amount
-28-
<PAGE>
with accrued interest. Initial annual interest rate will be %, and
thereafter annual interest rate will be adjusted on , and to a
rate not less than % of the effective annual interest rate on U.S.
Treasury obligations with -year maturities as of the [insert date 15
days prior to maturity date] prior to such [insert maturity date].]
IF SECURITIES ARE FLOATING RATE DEBT SECURITIES, INSERT --
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each , ,
and ] [to an annual rate of % above the average rate for
-year [month] [securities] [certificates of deposit] by and [insert
names of banks].] [and the annual interest rate [thereafter]
[from through ] will be the interest yield equivalent of the
weekly average per annum market discount rate for -month Treasury
bills plus of Interest Differential (the excess, if any, of (i) then
current weekly average per annum secondary market yield for -month
certificate of deposit over (ii) then current interest yield equivalent of
the weekly average per annum market discount rate from -month
Treasury bills); (from and thereafter the rate will be
the then current interest yield equivalent plus % of Interest
Differential].]
TIME OF DELIVERY:
CLOSING LOCATION:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]:
-29-
<PAGE>
ANNEX II
(1) They are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable published rules and regulations
thereunder;
(2) In their opinion, the audited financial statements, financial statement
schedules and pro forma financial statements, if any, included or incorporated
in the Registration Statement and the Prospectus and reported on by them comply
in form in all material respects with the applicable accounting requirements of
the Act and the Exchange Act and the related published rules and regulations;
(3) On the basis of a reading of the latest unaudited financial statements
made available by Ameritech and its subsidiaries, the carrying out of certain
specified procedures (but not an examination in accordance with generally
accepted auditing standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter; a reading of
the minutes of the meetings of the stockholders, directors and the executive and
audit committees of Ameritech, and inquiries of certain officials of Ameritech
who have responsibility for financial and accounting matters of Ameritech and
its subsidiaries as to transactions and events subsequent to the date of the
most recent audited financial statements included or incorporated in the
Prospectus, nothing came to their attention which caused them to believe that:
(a) any unaudited financial statements included or incorporated in the
Registration Statement and the Prospectus do not comply in form in all
material respects with applicable accounting requirements and with the
published rules and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included or incorporated in the Registration Statement and the Prospectus;
(b) with respect to the period subsequent to the date of the most
recent financial statements (other than any capsule information), audited
or unaudited, in or incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified date not more than five
business days prior to the date of the letter, in the long-term debt of
Ameritech and its subsidiaries or capital stock of Ameritech or decreases
in the stockholders' equity of Ameritech as compared with the amounts shown
on the most recent consolidated balance sheet included or incorporated in
the
-30-
<PAGE>
Registration Statement and the Prospectus, or for the period from the date
of the most recent financial statements included or incorporated in the
Registration Statement and the Prospectus to such specified date there were
any decreases, as compared with the corresponding period in the preceding
year in net revenues or income before income taxes or in total or per share
amounts of net income of the Company and its subsidiaries, except in all
instances for changes or decreases set forth in such letter, in which case
the letter shall be accompanied by an explanation by Ameritech as to the
significance thereof unless said explanation is not deemed necessary by the
Representatives; or
(c) the amounts included in any unaudited "capsule" information
included or incorporated in the Registration Statement and the Prospectus
do not agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the Registration
Statement and the Prospectus;
(4) In addition to their examination referred to in their report included
or incorporated by reference in the Registration Statement and Prospectus and
the procedures referred to in (3) above, they have performed certain other
specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from the general
accounting records of Ameritech and its subsidiaries) set forth in the
Registration Statement and the Prospectus and in Exhibit 12 to the Registration
Statement, including certain information specified by the Representatives and
agreed to by Arthur Andersen & Co. included or incorporated in Items 1, 2, 6, 7
and 11 of Ameritech's Annual Report on Form 10-K, incorporated in the
Registration Statement and the Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's Quarterly Reports on Form
10-Q, incorporated in the Registration Statement and the Prospectus, agrees with
the accounting records of Ameritech and its subsidiaries, excluding any
questions of legal interpretation; and
(5) If unaudited pro forma financial statements are included or
incorporated in the Registration Statement and the Prospectus, on the basis of a
reading of the unaudited pro forma financial statements, carrying out certain
specified procedures, inquiries of certain officials of Ameritech and the
acquired company who have responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma financial statements,
nothing came to their attention which caused them to
-31-
<PAGE>
believe that the pro forma financial statements do not comply in form in all
material respects with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or that the pro forma adjustments have not been properly applied
to the historical amounts in the compilation of such statements.
-32-
<PAGE>
EXHIBIT 1-B
-----------
PRICING AGREEMENT
-----------------
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
as Representatives of the several
Underwriters named in Schedule I hereto,
May 5, 1994
Dear Sirs:
Ameritech Capital Funding Corporation (the "Company") proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
May 5, 1994 (the "Underwriting Agreement"), between the Company and Ameritech
Corporation ("Ameritech") on the one hand and Goldman, Sachs & Co. on the other
hand, to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). The Designated Securities will be guaranteed unconditionally as
to payments of principal, premium, if any, and interest by Ameritech. Each of
the provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives
<PAGE>
referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
2
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us seven (7) counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Company and Ameritech. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company or Ameritech for examination, upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
AMERITECH CAPITAL FUNDING
CORPORATION
By: /s/ Robert J. Kolbe
-------------------
Title: President
---------
AMERITECH CORPORATION
By: /s/ Richard W. Pehlke
---------------------
Title: Vice President & Treasurer
--------------------------
3
<PAGE>
Accepted as of the date hereof:
/s/ Goldman, Sachs & Co.
- - ------------------------
Goldman, Sachs & Co.
on behalf of Goldman, Sachs & Co.
and the other several Underwriters
4
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of
Designated Securities
Underwriter to be Purchased
- - ----------- ---------------------
<S> <C>
Goldman, Sachs & Co. $75,000,000
Lehman Brothers Inc. $75,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $75,000,000
</TABLE>
____________
Total $225,000,000
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
Floating Rate Notes due May 12, 1998 (the "Notes")
AGGREGATE PRINCIPAL AMOUNT:
$225,000,000
PRICE TO PUBLIC:
100.000% of the principal amount of the Notes, plus accrued interest, if
any, from May 12, 1994
PURCHASE PRICE BY UNDERWRITERS:
99.550% of the principal amount of the Notes, plus accrued interest, if
any, from May 12, 1994
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture, dated January 1, 1990, among the Company, Ameritech and
Continental Bank, National Association, as Trustee (the "Trustee")
MATURITY:
May 12, 1998
INTEREST RATE:
LIBOR, as determined by the Trustee or such other financial institution as
may be appointed by the Company, as calculation agent (the "Calculation
Agent"), in accordance with the following provisions, plus 0.05%:
(i) For each Interest Period, on the applicable Interest
Determination Date (as defined below) the Calculation Agent will
determine LIBOR for such Interest Period. LIBOR will be the offered
rate (expressed as an interest rate per annum) for three-month
deposits in U.S. dollars in the London interbank market for the
Interest
<PAGE>
Period concerned which appears on Telerate Screen Page 3750 (to five
decimal places), as of 11:00 a.m., London time, on such Interest
Determination Date. "Telerate Page 3750" means the display designated
as Page "3750" on the Dow Jones Telerate Service (or such other page
as may replace Page 3750 on that service or such other service or
services as may be nominated by the British Bankers' Association for
the purpose of displaying London interbank offered rates of major
banks for U.S. dollar deposits).
(ii) If, on any Interest Determination Date, LIBOR cannot be
determined pursuant to (i) above, LIBOR will be determined on the
basis of the rates at which deposits in U.S. dollars having a maturity
of three months, commencing on the second London Business Day (as
defined below) immediately following such Interest Determination Date
and in a principal amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time,
are offered by four major banks in the London interbank market
selected by the Calculation Agent at approximately 11:00 a.m., London
time, on such Interest Determination Date to prime banks in the London
interbank market. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR in respect
of such Interest Determination Date will be the arithmetic mean
(rounded to the nearest one-thousandth of a percent, with five ten-
thousandths of a percent rounded upwards) of such quotations. If
fewer than two quotations are provided, LIBOR in respect of such
Interest Determination Date will be the arithmetic mean (rounded to
the nearest one-thousandth of a percent, with five ten-thousandths of
a percent rounded upwards) of the rates quoted by three major banks in
New York City selected by the Calculation Agent at approximately 11:00
a.m., New York City time, on such Interest Determination Date for
loans in U.S. dollars to leading European banks having a maturity of
three months commencing on the second London Business Day immediately
following such Interest Determination Date and in a principal amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time; provided, however, that if
fewer than three banks selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, LIBOR will be LIBOR in
effect on such Interest Determination Date.
For purposes of calculating LIBOR, (i) "Interest Determination Date" for
any Interest Period means the second London Business Day preceding the
Interest Payment Date commencing such Interest Period or, in the case of
the first Interest Period, the second London Business Day preceding May 12,
1994, and
<PAGE>
(ii) a "London Business Day" means any Business Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.
Each interest payment on a Note will include interest accrued to but
excluding the applicable Interest Payment Date. Accrued interest from the
date of issue or from the last date to which interest has been paid will be
calculated by multiplying the face amount of a Note by an accrued interest
factor computed by multiplying the per annum rate of interest for the
applicable Interest Period by a fraction the numerator of which is the
actual number of days elapsed in such Interest Period and the denominator
of which is 360. The accrued interest factor will be expressed as a
decimal rounded to the nearest ten-thousandth, with five hundred-
thousandths rounded upwards.
INTEREST RATE CALCULATION:
Interest shall be computed on the basis of actual number of days elapsed
divided by 360
INITIAL INTEREST RATE:
To be determined on the second London Business Day preceding delivery,
which the parties anticipate to be May 10, 1994
INTEREST PAYMENT DATES:
Quarterly interest payments on February 12, May 12, August 12 and November
12, commencing August 12, 1994
REDEMPTION PROVISIONS: N/A
SINKING FUNDS PROVISIONS: N/A
EXTENDABLE PROVISIONS: N/A
TIME OF DELIVERY: 9:30 a.m., Chicago time, May 12, 1994
CLOSING LOCATION: Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601
<PAGE>
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street
New York, New York 10004
OTHER TERMS:
The Representatives waive delivery of the letter specified in Section 7(e)
of the Underwriting Agreement to be furnished on the date of this Pricing
Agreement to the Representatives by Arthur Andersen & Co.
<PAGE>
EXHIBIT 4-A
-----------
AMERITECH CAPITAL FUNDING CORPORATION
Officers' Certificate
Each of the undersigned officers of AMERITECH CAPITAL FUNDING CORPORATION,
a Delaware corporation ("Capital Funding"), does hereby certify as follows:
(a) Each of the undersigned has read the Indenture dated as of January 1,
1990 (the "Indenture") among Capital Funding, Ameritech Corporation (formerly
known as American Information Technologies Corporation) and Continental Bank,
National Association, as Trustee (the "Trustee"), including Section 301 thereof,
and the definitions in such Indenture relating thereto and has reviewed such
other corporate documents and records relating to the matters referred to
herein, and, in the opinion of the undersigned, has made such examination or
investigation as is necessary to enable him to express an informed opinion on
the matters set forth below.
(b) A series of Debt Securities of Capital Funding entitled the Floating
Rate Notes Due May 12, 1998 (the "Notes") to be issued under the Indenture has
been established, and the terms and conditions thereto have been set forth in a
Board Resolution (as defined in the Indenture and herein called the
"Resolutions"), a copy of which Resolutions is set forth on Exhibit A hereto.
(c) All conditions precedent provided for in the Indenture relating to the
establishment of the Notes have been complied with.
(d) In the opinion of the undersigned, Section 301 of the Indenture has
been complied with in the establishment of the Notes and the terms and
conditions thereof.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned on behalf of Capital Funding
has placed his hand this 12th day of May, 1994.
___________________________________
Title:
___________________________________
Title:
-2-
<PAGE>
Resolutions of the Sole Stockholder
of Ameritech Capital Funding Corporation
The undersigned, being the sole stockholder of AMERITECH CAPITAL FUNDING
CORPORATION, a Delaware corporation (the "Company"), pursuant to the authority
of Section 351 of the Delaware General Corporation Law, does hereby agree and
consent to the following actions:
WHEREAS, on December 20, 1989, the Board of Directors of the Company
adopted resolutions which approved the issuance by the Company, from time to
time, of its debentures, notes and/or other unsecured indebtedness in each case
with maturities in excess of 270 days, or any combination thereof, and/or
warrants or rights to purchase any of the foregoing (collectively, the "Debt
Securities") in an aggregate principal amount (excluding the amount of any
original issue discount) of up to $500,000,000 and authorized the Board of
Directors of the Company to establish from time to time one or more series of
the Debt Securities; and
WHEREAS, the aggregate principal amount of Debt Securities which the
Company may issue has been increased to $1,500,000,000 (excluding the amount of
any original issue discount) pursuant to the resolutions of the Company's sole
stockholder, Ameritech Corporation (formerly, American Information Technologies
Corporation) ("Ameritech"), on March 21, 1990, June 28, 1990 and March 18, 1992.
NOW, THEREFORE, BE IT RESOLVED, that a series of Debt Securities to be
issued under the Indenture and to be known as the Floating Rate Notes due May
12, 1998 (the "Notes") are hereby created, approved, established and authorized,
which Notes shall be limited to an aggregate principal amount of $225,000,000
and shall be executed, authenticated and delivered in accordance with the
provisions of, and in all respects shall be subject to the terms, conditions and
covenants of, the Indenture, as supplemented by any supplemental indentures (and
each Officers' Certificate delivered to the Trustee thereunder).
RESOLVED FURTHER, that the Notes shall have the following terms and
conditions (capitalized terms used but not defined herein having the meaning
ascribed thereto in the Indenture):
a. The Notes will represent unsecured and unsubordinated obligations
of the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of Capital Funding. The Notes will be
unconditionally guaranteed as to payment of principal and interest by
Ameritech.
b. The Notes will be limited to $225,000,000 aggregate principal
amount, excluding Notes issued pursuant to Section
<PAGE>
305 and 306 of the Indenture, and will mature on May 12, 1998. The Notes
will bear interest for each Interest Period (as defined below) at a rate
per annum equal to LIBOR (as determined below) plus 0.05%. The period
beginning on and including May 12, 1994 and ending on but excluding the
first Interest Payment Date and each successive period beginning on and
including an Interest Payment Date and ending on but excluding the next
succeeding Interest Payment Date or the date of maturity is referred to
herein as an "Interest Period." LIBOR will be determined by the Trustee or
such other financial institution as may be appointed by the Company, as
calculation agent (the "Calculation Agent"), in accordance with the
following provisions:
(i) For each Interest Period, on the applicable Interest
Determination Date (as defined below) the Calculation Agent will
determine LIBOR for such Interest Period. LIBOR will be the offered
rate (expressed as an interest rate per annum) for three-month
deposits in U.S. dollars in the London interbank market which appears
on Telerate Screen Page 3750 (to five decimal places), as of 11:00
a.m., London time, on such Interest Determination Date. "Telerate
Screen Page 3750" means the display designated as Page "3750" on the
Dow Jones Telerate Service (or such other page as may replace Page
3750 on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates of major banks for U.S.
dollar deposits).
(ii) If, on any Interest Determination Date, LIBOR cannot be
determined pursuant to (i) above, LIBOR will be determined on the
basis of the rates at which deposits in U.S. dollars having a maturity
of three months, commencing on the second London Business Day (as
defined below) immediately following such Interest Determination Date
and in a principal amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time,
are offered by four major banks in the London interbank market
selected by the Calculation Agent at approximately 11:00 a.m., London
time, on such Interest Determination Date to prime banks in the London
interbank market. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR in respect
of such Interest Determination Date will be the arithmetic mean
(rounded to the nearest one-thousandth of a percent, with five ten-
thousandths of a percent rounded upwards) of such quotations. If
fewer than two quotations are provided, LIBOR in respect of such
Interest Determination Date will be the arithmetic mean (rounded to
the nearest one-thousandth of a percent, with
-2-
<PAGE>
five ten-thousandths of a percent rounded upwards) of the rates quoted
by three major banks in New York City selected by the Calculation
Agent at approximately 11:00 a.m., New York City time, on such
Interest Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the
second London Business Day immediately following such Interest
Determination Date and in a principal amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, LIBOR will be LIBOR in effect on such
Interest Determination Date.
For purposes of calculating LIBOR, (i) "Interest Determination Date" for
any Interest Period means the second London Business Day preceding the
Interest Payment Date commencing such Interest Period or, in the case of
the first Interest Period, the second London Business Day preceding May 12,
1994, and (ii) a "London Business Day" means any Business Day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Each interest payment on the Notes will include interest accrued to
but excluding the applicable Interest Payment Date. Accrued interest from
the date of issue or from the last date to which interest has been paid
will be calculated by multiplying the face amount of the Notes by an
accrued interest factor computed by multiplying the per annum rate of
interest for the applicable Interest Period by a fraction the numerator of
which is the actual number of days elapsed in such Interest Period and the
denominator of which is 360. The accrued interest factor will be expressed
as a decimal rounded to the nearest ten-thousandth, with five hundred-
thousandths rounded upwards.
c. Until the Notes are paid or payment thereof is duly provided for,
Capital Funding will, at all times, maintain a paying agent (the "Paying
Agent") in The City of New York, New York or Chicago, Illinois capable of
performing the duties described herein to be performed by the Paying Agent.
Continental Bank, National Association, 231 South LaSalle Street, Chicago,
Illinois 60697, is initially appointed as the Paying Agent.
d. Any payment otherwise required to be made in respect of a Note on
a date that is not a Business Day for such Note need not be made on such
date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment.
-3-
<PAGE>
e. The Notes will not be subject to redemption prior to maturity and
will not be entitled to any sinking fund.
f. The Notes will be issued initially in the form of fully registered
global securities which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depository"), and
registered in the name of the Depository's nominee. Except as set forth in
the Indenture or in the Prospectus dated April 25, 1994 or the Prospectus
Supplement dated May 5, 1994, the Notes will not be issuable in
certificated form.
-4-
<PAGE>
RESOLVED FURTHER, that any of the Designated Officers, as that term is
defined in the resolutions of the Company dated December 20, 1989 and March 13,
1990, is hereby authorized to perform all such acts and deeds and to prepare,
execute, deliver and/or file all such agreements, documents, undertakings,
certificates, instruments and other papers in the name and on behalf of the
Company as he or she shall deem necessary or appropriate and incur such expenses
as he or she deems necessary or appropriate, in order to carry out the purpose
and intent of any and all provisions of the foregoing resolutions; and all such
acts by the Designated Officers, or any of them, whether heretofore or hereafter
done or performed, which are in accordance with the purpose and intent of these
resolutions, are hereby ratified, confirmed and approved in all respects.
Dated: May 5, 1994 AMERITECH CORPORATION
By:__________________________
Title:_______________________
-5-
<PAGE>
EXHIBIT 4-B
-----------
AMERITECH CAPITAL FUNDING CORPORATION
FLOATING RATE NOTE DUE MAY 12, 1998
CUSIP No. 030955AE8
No. R-1 U.S. $225,000,000
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (the "Depository"), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
AMERITECH CAPITAL FUNDING CORPORATION, a corporation duly organized
and existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED TWENTY FIVE MILLION (225,000,000)
UNITED STATES DOLLARS on May 12, 1998 and to pay interest thereon from and
including May 12, 1994 or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for in arrears. Interest
will be paid in arrears on February 12, May 12, August 12 and November 12 in
each year (each an "Interest Payment Date") commencing August 12, 1994, for each
Interest Period (as hereinafter defined) at a rate per annum equal to LIBOR (as
hereinafter determined) plus 0.05% until the principal hereof is paid or made
available for payment, and (to the extent that the payment shall be legally
enforceable) interest shall accrue on any overdue principal at the rate per
annum in effect at the time such principal was due and payable. The period
beginning on and including May 12, 1994 and ending on but excluding the first
Interest Payment Date and each successive period beginning on and including an
Interest Payment Date and ending on but excluding the next succeeding Interest
Payment Date or the date of maturity is referred to herein as an "Interest
Period." The interest so payable, and punctually paid or duly provided for, on
an Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15, April 15, July 15 and October 15,
respectively (whether or not a Business Day), next preceding such Interest
Payment Date. Except as otherwise provided in the Indenture, any such interest
not so
<PAGE>
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Payment of the principal of and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in Chicago, Illinois or the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment may be made
by wire transfer to an account maintained by such Person with a bank in the
continental United States (so long as the Company has received proper transfer
instructions in writing).
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[signature page to follow]
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal .
AMERITECH CAPITAL FUNDING CORPORATION
DATED: May 12, 1994
By:_________________________________
Authorized Officer
[Seal]
ATTEST:
_________________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the
Securities of the series designated and referred to in the within-mentioned
Indenture.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
as Trustee
By:___________________________________
Authorized Officer
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<PAGE>
AMERITECH CAPITAL FUNDING CORPORATION
FLOATING RATE NOTE DUE MAY 12, 1998
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of January 1, 1990 (herein called the
"Indenture"), among the Company, Ameritech Corporation, a Delaware corporation
(formerly known as American Information Technologies Corporation) (the
"Guarantor"), and Continental Bank, National Association, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto (and each
Officers' Certificate delivered to the Trustee thereunder) reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.
Interest payments for this Security will include interest accrued to,
but excluding, the Interest Payment Dates. Accrued interest from the date of
issue or from the last date to which interest has been paid will be calculated
by multiplying the face amount of this Security by an accrued interest factor
computed by multiplying the per annum rate of interest for the applicable
Interest Period by a fraction the numerator of which is the actual number of
days elapsed in such Interest Period (as defined below) and the denominator of
which is 360. The accrued interest factor will be expressed as a decimal
rounded to the nearest ten-thousandth, with five hundred-thousandths rounded
upwards.
This Security shall bear interest for each Interest Period (as
hereinafter defined) at a rate per annum equal to LIBOR (as determined below)
plus 0.05%. LIBOR will be determined by the Trustee or such other financial
institution as may be appointed by the Company, as calculation agent (the
"Calculation Agent"), in accordance with the following provisions:
(i) For each Interest Period, on the applicable Interest
Determination Date (as defined below) the Calculation Agent will
determine LIBOR for such Interest Period. LIBOR will be the offered
rate (expressed as an interest rate per annum) for three-month
deposits in U.S. dollars in the London interbank market which appears
on Telerate Screen Page 3750 (to five decimal places), as of 11:00
a.m., London time, on such Interest Determination Date. "Telerate
Screen Page 3750" means the display designated as Page "3750" on the
Dow Jones Telerate Service (or such other page as may replace Page
3750 on that
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<PAGE>
service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London
interbank offered rates of major banks for U.S. dollar deposits).
(ii) If, on any Interest Determination Date, LIBOR cannot be
determined pursuant to (i) above, LIBOR will be determined on the
basis of the rates at which deposits in U.S. dollars having a maturity
of three months, commencing on the second London Business Day (as
defined below) immediately following such Interest Determination Date
and in a principal amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time,
are offered by four major banks in the London interbank market
selected by the Calculation Agent at approximately 11:00 a.m., London
time, on such Interest Determination Date to prime banks in the London
interbank market. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR in respect
of such Interest Determination Date will be the arithmetic mean
(rounded to the nearest one-thousandth of a percent, with five ten-
thousandths of a percent rounded upwards) of such quotations. If
fewer than two quotations are provided, LIBOR in respect of such
Interest Determination Date will be the arithmetic mean (rounded to
the nearest one-thousandth of a percent, with five ten-thousandths of
a percent rounded upwards) of the rates quoted by three major banks in
New York City selected by the Calculation Agent at approximately 11:00
a.m., New York City time, on such Interest Determination Date for
loans in U.S. dollars to leading European banks having a maturity of
three months commencing on the second London Business Day immediately
following such Interest Determination Date and in a principal amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time; provided, however, that if
fewer than three banks selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, LIBOR will be LIBOR in
effect on such Interest Determination Date.
For purposes of calculating LIBOR, (i) "Interest Determination Date" for
any Interest Period means the second London Business Day preceding the
Interest Payment Date commencing such Interest Period or, in the case of
the first Interest Period, the second London Business Day preceding May 12,
1994, and (ii) a "London Business Day" means any Business Day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive
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<PAGE>
covenants upon compliance by the Company with certain conditions set forth
therein.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of 66-2/3% in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company and the Guarantor with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder
of any Security of this series will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration
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<PAGE>
of transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, or Chicago, Illinois, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth and to the limitations described below, if applicable,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of the series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
This Security is exchangeable only if (x) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for this global
Security or if at any time the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Security shall be
exchangeable for certificated Securities in registered form or (z) an Event of
Default, or an event which with the passage of time or the giving of notice
would become an Event of Default, with respect to the Securities represented
hereby has occurred and is continuing, provided that the certificated Securities
so issued in exchange for this permanent global Security shall be in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
and be of like aggregate principal amount and tenor as the portion of this
permanent global Security to be exchanged, and provided further that, unless the
Company agrees otherwise, Securities of this series in certificated registered
form will be issued in exchange for this permanent global Security, or any
portion hereof, only if such Securities in certificated registered form were
requested by written notice to the Trustee or the Security Registrar by or on
behalf of a Person who is beneficial owner of an interest hereof given through
the Holder hereof. Except as provided above, owners of beneficial interests in
this permanent global Security will not be entitled to receive physical delivery
of Securities in certificated registered form and will not be considered the
Holders thereof for any purpose under the Indenture.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor,
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes,
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<PAGE>
whether or not this Security is overdue, and neither the Company, the Guarantor,
the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Security shall be governed by and construed in
accordance with the internal laws (as opposed to conflicts of law provisions) of
the State of Illinois.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture, as supplemented by any
supplemental indenture and each Officers' Certificate delivered to the Trustee
thereunder.
-8-
<PAGE>
GUARANTEE
FOR VALUE RECEIVED, the Guarantor hereby unconditionally guarantees to
the Holder of the Security upon which this Guarantee is endorsed the due and
punctual payment of the principal of or interest on said Security, when and as
the same shall become due and payable, whether at maturity, upon redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein.
The Guarantor agrees to determine, at least one business day prior to
the date upon which a payment of principal of or interest on said Security is
due and payable, whether the Company has available the funds to make such
payment as the same shall become due and payable. In case of the failure of the
Company punctually to pay any such principal or interest, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at maturity, upon redemption, or
otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the Holders of all of the Securities
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal of and interest
on all Securities shall have been paid in full or payment thereof shall have
been provided for in accordance with said Indenture.
Notwithstanding anything to the contrary contained herein, if
following any payment of principal or interest by the Company on the Securities
to the Holders of the Securities it is determined by a final decision of a court
of competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such
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<PAGE>
payment is paid by such Holder to such trustee in bankruptcy, then and to the
extent of such repayment, the obligations of the Guarantor hereunder shall
remain in full force and effect.
The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened prior to the
creation and issuance of this Guarantee and to constitute the same as the legal,
valid and binding obligation of the Guarantor enforceable in accordance with its
terms, have been performed and have happened in due and strict compliance with
applicable laws.
This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the certificate of authentication on such
Security shall have been signed by the Trustee (or the Authenticating Agent).
This Guarantee shall be governed by the internal laws (as opposed to
conflicts of laws provisions) of the State of Illinois.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture as supplemented by any
supplemental indenture and each Officers' Certificate delivered to the Trustee
thereunder.
[signature page to follow]
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<PAGE>
IN WITNESS WHEREOF, AMERITECH CORPORATION has caused this Guarantee to
be signed in its corporate name by the actual or facsimile signature of one of
its officers thereunto duly authorized and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted or otherwise reproduced
hereon.
Dated as of May 12, 1994.
AMERITECH CORPORATION
By:___________________________
Authorized Officer
[SEAL]
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as through they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -
____________________ Custodian ____________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- - ------------------------------------------
- - ------------------------------------------
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ____________________________ attorney to transfer said Security
on the books of the Company, with full power of substitution in the premises.
Dated: ______________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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