<PAGE>
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): March 28, 1995
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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 debentures 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 debentures (attached hereto as Exhibit 4-b), for
incorporation into the Registration Statements.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
<TABLE>
<CAPTION>
Number Description
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<S> <C>
1-a Conformed copy of executed
Underwriting Agreement dated March
28, 1995 among Capital Funding, the
Registrant and Lehman Brothers Inc.,
as Representatives (the
"Representatives") of the several
Underwriters named in the Pricing
Agreement.
1-b Conformed copy of executed Pricing
Agreement dated March 28, 1995 among
Capital Funding, the Registrant and
the Representatives.
4-a Form of Officers' Certificate to be
delivered establishing Capital
Funding's 7-1/2% Debentures due April
1, 2005.
4-b Form of 7-1/2% Debentures due April
1, 2005.
</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: March 28, 1995 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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<S> <C> <C>
1-a Conformed copy of executed Underwriting
Agreement dated March 28, 1995 among
Capital Funding, the Registrant and
Lehman Brothers Inc., as Representatives
(the "Representatives") of the several
Underwriters named in the Pricing
Agreement.
1-b Conformed copy of executed Pricing
Agreement dated March 28, 1995 among
Capital Funding, the Registrant and the
Representatives.
4-a Form of Officers' Certificate to be
delivered establishing Capital Funding's
7-1/2% Debentures due April 1, 2005.
4-b Form of 7-1/2% Debentures due April 1,
2005 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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March 28, 1995
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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<PAGE>
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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<PAGE>
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/ R. L. Crichton
-----------------------
Title: President
AMERITECH CORPORATION
By: /s/ O. G. Shaffer
-----------------------
Title: Executive Vice President
and Chief Financial
Officer
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<PAGE>
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
By: /s/ B. McDade
------------------------
Title: Managing Director
---------------------
on behalf of Lehman Brothers Inc.
and the other several Underwriters
-23-
<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.
-24-
<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: ___________________________
-25-
<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
-----------------
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
as Representatives of the several
Underwriters named in Schedule I hereto,
March 28, 1995
Dear Sirs:
Ameritech Capital Funding Corporation (the "Company") proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
March 28, 1995 (the "Underwriting Agreement"), between the Company and Ameritech
Corporation ("Ameritech") on the one hand and Lehman Brothers Inc. 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/ R. L. Crichton
-----------------------
Title: President
AMERITECH CORPORATION
By: /s/ O. G. Shaffer
-----------------------
Title: Executive Vice President
and Chief Financial
Officer
3
<PAGE>
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
By: /s/ B. McDade
------------------------
Title: Managing Director
---------------------
on behalf of Lehman Brothers Inc.
and the other several Underwriters
4
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
----------- ---------------------
Lehman Brothers Inc. $ 96,161,000
Goldman, Sachs & Co. $ 96,000,000
____________
Total $192,161,000
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7-1/2% Debentures due April 1, 2005 (the "Debentures")
AGGREGATE PRINCIPAL AMOUNT:
$192,161,000
PRICE TO PUBLIC:
99.915% of the principal amount of the Notes, plus accrued interest from
April 1, 1995
PURCHASE PRICE BY UNDERWRITERS:
99.265% of the principal amount of the Notes, plus accrued interest from
April 1, 1995
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture, dated January 1, 1990, among the Company, Ameritech and Bank of
America Illinois (formerly known as Continental Bank, National
Association), as Trustee (the "Trustee")
MATURITY:
April 1, 2005
INTEREST RATE:
7-1/2% per annum
INTEREST PAYMENT DATES:
Semi-annual interest payments April 1 and October 1, commencing October 1, 1995
REDEMPTION PROVISIONS: N/A
<PAGE>
SINKING FUNDS PROVISIONS: N/A
EXTENDABLE PROVISIONS: N/A
TIME OF DELIVERY: 9:30 a.m., Chicago time, April 4, 1995
CLOSING LOCATION: Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Lehman Brothers Inc.
Address for Notices, etc.: 3 World Financial Center
New York, New York 10285
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 Bank of America
Illinois (formerly known as 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 7-1/2%
Debentures Due April 1, 2005 (the "Debentures") 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 Debentures 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 Debentures and the terms and
conditions thereof.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned on behalf of Capital
Funding has placed his hand this 4th day of April, 1995.
___________________________________
Title:
___________________________________
Title:
-2-
<PAGE>
Exhibit A
---------
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 $3,000,000,000 (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, March 18, 1992 and
December 21, 1994.
NOW, THEREFORE, BE IT RESOLVED, that a series of Debt Securities to be
issued under the Indenture and to be known as the 7-1/2% Debentures due April 1,
2005 (the "Debentures") are hereby created, approved, established and
authorized, which Debentures shall be limited to an aggregate principal amount
of $192,161,000 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 Debentures shall have the following terms
and conditions (capitalized terms used but not defined herein having the meaning
ascribed thereto in the Indenture):
a. The Debentures will represent unsecured and unsubordinated
obligations of the Company and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Debentures
will be unconditionally guaranteed as to payment of principal and interest
by Ameritech.
<PAGE>
b. The Debentures will be limited to $192,161,000 aggregate principal
amount and will mature on April 1, 2005. The Debentures will bear interest
at a rate of 7-1/2% per annum from April 1, 1995, payable semi-annually on
April 1 and October 1 of each year (each an "Interest Payment Date"),
commencing October 1, 1995, to the persons in whose names such Debentures
were registered at the close of business on the next preceding March 15 and
September 15, respectively (each a "Regular Record Date").
c. Until the Debentures are paid or payment thereof is duly provided
for, the Company 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.
Bank of America Illinois, 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
Debenture on a date that is not a Business Day for such Debenture 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. A "Business
Day" means any day that is not a Saturday or Sunday and that, in New York,
New York or Chicago, Illinois, is not a day on which banking institution
generally are authorized or required by law or executive order to close.
e. The Debentures will not be subject to redemption prior to maturity
and will not be entitled to any sinking fund.
f. The Debentures will be issued initially in the form of a fully
registered global security 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 March 28, 1995 or the Prospectus
Supplement dated March 28, 1995, the Debentures will not be issuable in
certificated form.
-2-
<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: March 28, 1995 AMERITECH CORPORATION
By:__________________________
Title:_______________________
-3-
<PAGE>
EXHIBIT 4-B
-----------
AMERITECH CAPITAL FUNDING CORPORATION
7-1/2% DEBENTURE DUE APRIL 1, 2005
CUSIP No.
No. R-1 U.S. $192,161,000
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 ONE HUNDRED NINETY-TWO MILLION ONE HUNDRED SIXTY-
ONE THOUSAND UNITED STATES DOLLARS ($192,161,000) on April 1, 2005 and to pay
interest thereon from and including April 1, 1995 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 April 1 and October 1 in
each year (each an "Interest Payment Date") commencing October 1, 1995, at a
rate per annum equal to 7-1/2% 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 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 March
15 and September 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 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
<PAGE>
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]
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
AMERITECH CAPITAL FUNDING CORPORATION
DATED: April 4, 1995
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.
BANK OF AMERICA ILLINOIS,
as Trustee
By:
------------------------------------
Authorized Officer
-3-
<PAGE>
AMERITECH CAPITAL FUNDING CORPORATION
7-1/2% DEBENTURE DUE APRIL 1, 2005
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 Bank of America Illinois (formerly known as 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. Interest payments on this Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive 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
-4-
<PAGE>
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 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
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<PAGE>
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, 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.
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<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 April 4, 1995.
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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