<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ameritech Corporation
A Delaware I.R.S. Employer
Corporation No. 36-3251481
30 South Wacker Drive
Chicago, Illinois 60606
Telephone Number 1-800-257-0902
Ameritech Success Sharing Plan
Agent for Service
Richard M. Pehlke, Vice President and Treasurer
Ameritech Corporation
30 South Wacker Drive, Chicago, Illinois 60606
Telephone Number (312) 750-5331
Please send copies of all communications to:
Bruce B. Howat, Secretary
Ameritech Corporation
30 South Wacker Drive, Chicago, Illinois 60606
Telephone Number (312) 750-5445
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed maximum
securities to be registered offering price per
registered share
Common Stock 6,000,000 $63 5/8 (2)
$1 par value shares (1)
___________________________________________________________
Proposed Maximum Amount of
aggregate offering registration fee
price
$381,750,000 $131,637.93
<PAGE>2
(1) Represents the estimated number of shares that may be issued under
the Plan.
(2) The registration fee was based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange - Composite
Transactions on February 8, 1996.
<PAGE>3
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Ameritech Corporation
("Ameritech") with the Securities and Exchange Commission ("SEC")
(File No. 1-8612) and are incorporated herein by reference:
(1) Ameritech's Annual Report on Form 10-K for the year ended
December 31, 1994.
(2) Ameritech's Quarterly Report on Form 10-Q for the quarters ended
September 30, 1995, June 30, 1995 and March 31, 1995.
(3) Ameritech's Current Reports on Form 8-K dated January 18, 1995,
March 28, 1995, April 19, 1995, July 20, 1995, October 16, 1995,
December 14, 1995 and January 16, 1996.
(4) The description of Ameritech's Common Stock contained in
Ameritech's Form 10 Registration Statement filed under the Exchange
Act on November 16, 1983, as updated by the description of the
amendments to Ameritech's Certificate of Incorporation increasing
the authorized common stock contained in Ameritech's Notice of 1987
Annual Meeting and Proxy Statement dated March 2, 1987, and
Notice of 1989 Annual Meeting and Proxy Statement, dated March 1,
1989.
(5) The description of the dividend distribution of one contingent
Preference Stock Purchase Right for each outstanding share of
Common Stock to stockholders of record at the close of business on
December 30, 1988, contained in Ameritech's Current Report on Form
8-K filed on December 21, 1988.
All documents subsequently filed by Ameritech pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been unissued or which
deregisters all securities then remaining unissued, shall be deemed to
be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The financial statements and financial statement schedule of Ameritech
and its subsidiaries included (or incorporated by reference) in
<PAGE>4
Ameritech's Annual Report on Form 10-K for the year ended December 31,
1994 have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in the reports of such firm. Reference is
made to said report, which includes an explanatory paragraph with
respect to (1) discontinuing the application of Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation," in 1994, as discussed in Note 2 to the
consolidated financial statements and (2) a change in the method of
accounting for certain postretirement and postemployment benefits in
1992, as discussed in Note 6 to the consolidated financial statements.
The financial statements and financial statement schedule referred to
above are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing.
Bruce B. Howat, Counsel and Secretary of Ameritech, has passed upon
the legality of the securities being offered pursuant to the Plan. At
the time of the filing of this registration statement, Mr. Howat owned
beneficially and had options to acquire shares of the common stock of
Ameritech which in the aggregate constituted less than .01% of the
total issued and outstanding shares of the common stock of Ameritech.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
and the Certificate of Incorporation and the By-Laws of Ameritech
provide for indemnification of officers, directors and employees of
Ameritech in certain circumstances.
Article Seventh of the Certificate of Incorporation of Ameritech
provides that Ameritech shall indemnify, in accordance with and to the
full extent now or hereafter permitted by law, any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without
limitation, an action by or in the right of Ameritech), by reason of
his acting as a director, officer, employee or agent of, or his acting
in any other capacity for or on behalf of, Ameritech, against any
liability or expense actually and reasonably incurred by such person
in respect thereof.
Article VI of the By-Laws of Ameritech provides that Ameritech shall
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by
reason of the fact that he (i) is or was a director, officer, employee
or agent of Ameritech, or (ii) is or was serving at the request of
Ameritech as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of Ameritech and, with respect to any criminal
<PAGE>5
action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Furthermore, Ameritech shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of Ameritech to procure
a judgment in its favor by reason of the fact that he (i) is or was a
director, officer, employee or agent of Ameritech, or (ii) is or was
serving at the request of Ameritech as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of Ameritech and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to Ameritech unless and only to
the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
Article Twelfth of the Certificate of Incorporation of Ameritech
provides that directors of Ameritech shall have no personal liability
to Ameritech or its stockholders for monetary damages for breach of
fiduciary duty as director, except (i) for any breach of a director's
duty of loyalty to Ameritech or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which a
director derived an improper personal benefit.
AT&T Corp. ("AT&T") has agreed to indemnify and hold harmless any
director or officer of a regional holding company (including
Ameritech) or any Bell operating company, or any AT&T officer who has
been designated to act on behalf of a regional holding company who is
made, or threatened to be made, a party to an action or proceeding
because of such officer's or director's involvement in the
implementation of the Modification of Final Judgment or Plan of
Reorganization against judgments, amounts paid in settlement, and
reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding or an
appeal therein, to the extent permitted by applicable law, where such
officer or director cannot legally be indemnified by the regional
holding company or any Bell operating company on whose behalf he
acted, and to the extent such officer or director is not reimbursed by
the Bell System Officers and Directors Liability Insurance or other
insurance obtained by the regional holding company or Bell
Communications Research, Inc.
The directors and officers of Ameritech are covered by insurance
policies indemnifying them against certain liabilities, including
<PAGE>6
certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they
cannot be indemnified by the registrant.
<PAGE>7
Item 8. Exhibits.
Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4a Certificate of Incorporation of Ameritech as amended on
April 26, 1991 (Exhibit 3a to Form 10-K for 1991, File No. 1-8612).
4b Rights Agreement, dated as of December 12, 1988, between
Ameritech and American Transtech Inc., as Rights Agent (Exhibit 1 to
Form 8-A, dated December 29, 1988, File No. 1-8612).
5 Opinion of Bruce B. Howat, Counsel and Secretary of
Ameritech, as to the legality of the securities to be issued.
23a Consent of Arthur Andersen LLP, independent public
accountants
23b Consent of Bruce B. Howat, Counsel and Secretary of
Ameritech, is contained in the opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by the officers and directors
who signed this registration statement.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement. Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement;
<PAGE>8
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
against the registrant by such director, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE>9
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State
of Illinois, on the 9th day of February, 1996.
AMERITECH CORPORATION
By /s/ Richard W. Pehlke
(Richard W. Pehlke,
Vice President and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the date indicated.
Principal Executive Officer:
R. C. Notebaert
Chairman and
Chief Executive Officer
Principal Financial Officer:
O. G. Shaffer
Executive Vice President and
Chief Financial Officer
Principal Accounting Officer:
B. F. Elliott By /s/ Richard W. Pehlke
Vice President and (Richard W. Pehlke,
Comptroller as Attorney-in-fact)
Directors:
February 9, 1996
D. C. Clark
H. H. Gray
J. A. Henderson
S. B. Lubar
A. C. Martinez
J. B. McCoy
N. C. Notebaert
Exhibit 5
February 9, 1996
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Re: Ameritech Success Sharing Plan for Union Represented Employees
Dear Sirs:
With reference to the Form S-8 registration statement which
Ameritech Corporation (the "Company") proposes to file with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, registering 6,000,000 common shares (par value $1.00 per
share) of the Company (the "Shares") which may be issued pursuant to
the Ameritech Success Sharing Plan for Union Represented Employees
(the "Plan"), I am of the opinion that:
(1) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
(2) All proper corporate proceedings have been taken so that
the Shares have been duly authorized and, upon issuance and
payment therefor in accordance with the Plan and the resolutions
of the Board of Directors of the Company relating to the
offering of common shares, will be legally issued, fully paid and
non-assessable.
(3) The Plan is not subject to the statutory requirements of
the Employee Retirement Income Security Act of 1974 (ERISA), nor
is the Plan a "qualified plan" under Section 401(a) of the
Internal Revenue Code.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
registration statement referred to above.
Very truly yours,
/s/ Bruce B. Howat
Exhibit 23a
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 3, 1995, included (or incorporated by
reference) in Ameritech Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 9, 1996
<PAGE>1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is an Officer and Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ Richard C. Notebaert
Richard C. Notebaert
Chairman and Chief Executive Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me
Richard C. Notebaert to me known and known to be the person described
in and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>2
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS R.
G. NOTEBAERT, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as
attorneys for the undersigned and in the undersigned's name, place and
stead as an Officer and a Director of the Company, to execute and file
the Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ Oren G. Shaffer
Oren G. Shaffer
Executive Vice President and Chief
Financial Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me Oren
G. Shaffer to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>3
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS R.
C. NOTEBAERT, O.G. SHAFFER, R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
5th day of February, 1996.
/s/ Betty F. Elliott
Betty F. Elliott
Vice President and Comptroller
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me
Betty F. Elliott to me known and known to be the person described in
and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>4
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ Donald C. Clark
Donald C. Clark
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me
Doanald C. Clark to me known and known to be the person described in
and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>5
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
7th day of February, 1996.
/s/ Hanna Holborn Gray
Hanna Holborn Gray
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 7th day of February, 1996, personally appeared before me
Hanna Holborn Gray to me known and known to be the person described in
and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 7th day of February, 1996.
/s/ Marianne Ogren
Notary Public
<PAGE>6
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ James A. Henderson
James A. Henderson
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me
James A. Henderson to me known and known to be the person described in
and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>7
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ Sheldon B. Lubar
Sheldon B. Lubar
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me
Sheldon B. Lubar to me known and known to be the person described in
and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>8
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ Arthur C. Martinez
Arthur C. Martinez
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me
Arthur C. Martinez to me known and known to be the person described in
and who executed the foregoing instrument and such person duly
acknowledged that such person executed and delivered the same for the
purpose therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
<PAGE>9
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Success Sharing Plan for Union Represented Employees; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.F. ELLIOTT AND R.W. PEHLKE and each of them, as attorneys
for the undersigned and in the undersigned's name, place and stead as
an Officer and a Director of the Company, to execute and file the
Registration Statement, and thereafter to execute and file any
amendment or amendments thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of February, 1996.
/s/ John B. McCoy
John B. McCoy
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 5th day of February, 1996, personally appeared before me John
B. McCoy to me known and known to be the person described in and who
executed the foregoing instrument and such person duly acknowledged
that such person executed and delivered the same for the purpose
therein expressed.
WITNESS my hand and official seal this 5th day of February, 1996.
/s/ Judy L. Anker
Notary Public
