File No. 333-2591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
AMENDMENT NO. 3
TO
FORM S-3
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 Direct Services Investment Plan
(formerly, Shareowner Dividend Reinvestment and Stock Purchase
Plan)
Agent for Service
Richard W. 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
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The sections of the Prospectus under the headings "INVESTMENT
DATES" and "MISCELLANEOUS-- Limitation of Liability" are amended
as noted so that the Prospectus now reads in its entirety as
follows:
Prospectus
AMERITECH CORPORATION
AMERITECH DIRECT SERVICES INVESTMENT PLAN
Ameritech Corporation (Ameritech or the Company) hereby offers
participation in its Ameritech Direct Services Investment Plan
(the Plan), a direct stock purchase plan, designed to provide
investors with a convenient method to purchase shares of
Ameritech's Common Stock (Common Stock) and to reinvest all or a
portion of the cash dividends paid. This Plan replaces the prior
dividend reinvestment and stock purchase plan; current
participants in that plan automatically continue in this Plan.
Shares of Common Stock purchased under the Plan will, at the
option of the Company, represent newly issued shares, shares held
in the treasury of the Company or shares purchased in the open
market by an agent (Purchasing Agent) independent of Ameritech.
This prospectus contains a summary of the material provisions of
the Plan and, therefore, this prospectus should be retained by
participants in the Plan for future reference.
The closing price of Ameritech Common Stock on April 15, 1996, as
shown on the New York Stock Exchange Composite Tape, was $55.375
per share.
This prospectus relates to 10,000,000 shares of Common Stock to
be offered for purchase under the Plan.
June 3, 1996
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
AVAILABLE INFORMATION
Ameritech is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (Exchange Act), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (SEC).
Such reports, proxy statements and other information filed by
Ameritech may be inspected and copied at the public reference
facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, DC 20549, as well as the following SEC
Regional Offices: 7 World Trade Center, New York, New York 10048
and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago,
IL 60661. Such materials can also be inspected at the New York
Stock Exchange and at the Boston, Chicago, Pacific and
Philadelphia stock exchanges. Copies can be obtained by mail at
prescribed rates. Requests should be directed to the SEC's
Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549.
Ameritech will provide without charge to each person to whom a
copy of this prospectus is delivered, on the request of any such
person, a copy of any or all of the documents incorporated herein
by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such
documents.) Written or telephone requests for such copies should
be directed to the Investor Relations Department, 30 South Wacker
Drive, 35th Floor, Chicago, IL 60606 (Telephone: 312-750-5353.)
THE COMPANY
Ameritech was incorporated in 1983 under the laws of the State of
Delaware and has its principal executive offices at 30 South
Wacker Drive, Chicago, IL 60606 (telephone number 1-800-257-
0902).
Ameritech is one of the world's leading information companies,
providing full-service communications and advanced information
services to more than 13 million customers in the Midwest.
Ameritech also has investments in telecommunication companies in
Belgium, New Zealand, Poland, Hungary and other international
markets.
AMERITECH CORPORATION
AMERITECH DIRECT SERVICES INVESTMENT PLAN
Purpose
The purpose of the Plan is to promote long-term ownership among
existing and new investors in the Company by providing a
convenient method to purchase shares of Ameritech Common Stock
and to reinvest all or a portion of the cash dividends paid.
Features of the Plan
Persons not presently owning shares of Common Stock may
become participants by making an initial cash investment of
$1,000 or more or by authorizing a minimum of ten (10) automatic
monthly withdrawals of at least $100 for the purchase of Common
Stock.
Shareowners who hold at least two shares of Ameritech's
Common Stock in their name may participate in the dividend
reinvestment service of the Plan. Shareowners who hold less than
two shares in their name may enroll either by investing at least
$1,000 or by authorizing monthly automatic investments of at
least $100 or use the other service features of the Plan, such as
certificate safekeeping and sales.
Participants may make additional investments in Common Stock
through optional cash investments of at least $100 for any single
investment up to a maximum of $150,000 per calendar year
(including the initial investment.) Optional investments may be
made by check, money order or automatic deduction from a
predesignated U.S. bank account. Optional cash investments may
be made occasionally or at regular intervals at the participant's
option.
Registered holders of Common Stock who are not already
participants may become participants by: electing to have
dividend payments on all or a portion of their Common Stock
reinvested in Company stock, depositing certificates representing
Common Stock into the Plan for safekeeping or making an initial
investment to purchase Common Stock through the Plan.
Funds invested in the Plan are fully invested in Common
Stock through the purchase of whole shares and fractions of
shares, and proportionate cash dividends on fractions of shares
of Common Stock are used to purchase additional fractional shares
of Common Stock.
Ameritech offers a "safekeeping" service whereby investors may
deposit, free of any service charges, certificates
representing Common Stock with the Administrator and have
their ownership of such Common Stock maintained on the
Administrator's records as part of their account.
Participants may make transfers or gifts of Common Stock at
no charge. When a participant transfers or gives shares to
another person, a Plan account will be opened for the recipient.
The participant can also request a special gift certificate be
mailed to the recipient.
Participants may establish an Individual Retirement Account
(IRA) which invests in Ameritech Common Stock. A participant
will be able to roll over an existing IRA or other qualified plan
distribution into an IRA established under the Plan. An account
maintenance fee is charged for such an account on an annual
basis.
Participants may sell all or any portion of their Common
Stock through the Plan. Sales will be made on a daily basis. A
transaction fee and sales commissions will be deducted from the
proceeds of the sale.
Participants will receive quarterly Statements of Account
showing all transactions completed during the year to date.
Supplemental Statements of Accounts will be provided in months
where the participant has made an optional cash investment or
deposited, transferred or withdrawn shares. The Administrator
will send transaction advices promptly after each sale of shares
under the Plan.
Participants may establish a stock-secured loan or line of
credit, backed by shares held on deposit equivalent to 50% to 75%
of the market value of the Plan account, without selling the
shares. A reasonable fee will be charged for processing the loan
and payments of the loan will be automatically withdrawn from the
participant's financial institution. Dividends will continue to
be paid on the Common Stock that is being held as collateral for
the loan or the line of credit.
PLAN ADMINISTRATION
First Chicago Trust Company of New York (the Administrator),
Ameritech's transfer agent, registrar and dividend disbursing
agent, will administer the Plan, purchase and hold shares of
Common Stock acquired by the Plan, keep records, send Statements
of Account to participants, and perform other duties related to
the Plan. For information about the Plan:
Potential investors wishing to purchase
initial shares, toll free: 1-888-PLANAIT (752-6248)
Shareowners call Ameritech Shareowner
Services, toll free: 1-800-233-1342
Outside the United States, call collect: 201-324-0308
Internet www.ameritech.com
E-mail [email protected]
Written requests and notices should be mailed to:
Ameritech
c/o First Chicago Trust Company of New York
P.O. Box 2558
Jersey City, New Jersey 07303-2558
Optional cash investments, by check or money order, payable to
"Ameritech-FCTC", in United States dollars, should be mailed to:
Ameritech
c/o First Chicago Trust Company of New York
Direct Services Investment Payments
P.O. Box 13531
Newark, New Jersey 07188-0001
Current registered owners should include their account number and
social security number on all correspondence, together with a
telephone number where they can be reached during business hours.
ELIGIBILITY
Any person or entity, whether or not a record holder of Common
Stock, is eligible to participate in the Plan, provided that (i)
such person or entity fulfills the requirements for participation
described below under "Enrollment Procedures" and (ii) in the
case of citizens or residents of a country other than the United
States, its territories and possessions, participation would not
violate local laws applicable to the Company, the Plan or the
participant.
ENROLLMENT PROCEDURES
Shareowners
In order to participate in the Plan, a shareowner of record must
own and maintain at least two shares of Ameritech Common Stock in
a Plan account. A shareowner may enroll in the Plan by
completing an enrollment form and returning it to the
Administrator to reinvest dividends and/or make optional cash
investments. Requests for such forms should be directed to the
Administrator, either by telephone or in writing.
Current participants in the Ameritech Shareowner Dividend
Reinvestment and Stock Purchase Plan, which is being replaced by
Ameritech Direct Services Investment Plan (by means of amendment
and restatement), will automatically be participants in the Plan
without sending in a new enrollment form. However, participants
who wish to change their participation in any way must submit a
new enrollment form.
Non-Shareowners
To enroll, investors must make an initial investment of at least
$1,000 or authorize a minimum of ten (10) automatic investments
of at least $100 per month and return a completed initial
investment form to the Administrator. Automatic monthly
withdrawals will continue indefinitely, beyond the ten month
minimum, until such time as participant notifies the
Administrator by written instruction.
Employees
Employees of Ameritech and its subsidiaries which allow payroll
deduction may also join the Plan by contacting the Administrator,
returning a completed enrollment form to the Administrator and
authorizing payroll deduction contributions to the Plan of at
least $25 per month.
Street Name Holders
Owners of shares of Ameritech Common Stock held on their behalf
by banks, brokers or trustees may participate in the Plan by
withdrawing their shares from such accounts and having them
registered directly in their own names under the Plan and
returning a completed enrollment form with the stock
certificate(s) to the Administrator. See instructions on page
___.
IRAs
Individuals may establish an IRA which invests in Ameritech
Common Stock through the Plan by returning a completed IRA
enrollment form and making an initial investment for the IRA of
at least $1,000 or by transferring funds having a fair market
value of $1,000 on the enrollment date from an existing IRA
account and completing an IRA enrollment form and an IRA Funds
Transfer Form. These forms and a disclosure statement for IRA
accounts are available from the Administrator.
Participants will be required to pay certain transaction fees in
connection with the Plan, including an initial investment fee,
and if applicable, an annual IRA fee. See "Transaction Fees" on
page ___.
INVESTMENT DATES
Purchases of shares of Common Stock for accounts under the Plan
will be made on dates (Investment Dates) that occur at least once
every five business days. Purchases may be processed daily when
practicable. Purchases of Common Stock will be made as soon as
practicable after an initial investment or optional cash
investment, but in any event no later than 10 days after receipt.
METHODS OF INVESTMENT
Once enrolled in the Plan, additional share purchases using the
Plan's optional cash payment feature can be made in the amount of
not less than $100 per investment nor more than $150,000 per
annum, inclusive of the initial investment. No interest will be
paid on amounts held by the Administrator pending investment.
Optional cash investments must be received by the Administrator
not less than two business days before an Investment Date.
Check Investment
Optional cash investments may be made by enclosing a check or
money order for not less than $100 (payable to "Ameritech-FCTC"
in United States dollars), with a completed optional cash
investment stub which is attached to the Statement of Account and
Transaction Advice. Do not send cash.
A $20 administrative fee will be assessed to a participant whose
check or automatic monthly withdrawal is returned for
insufficient funds.
Automatic Investment from a Bank Account
Participants may make automatic monthly investments of $100 or
more per month through a predesignated U.S. bank account. To
initiate automatic monthly deductions, the participant should
contact the Administrator and complete and sign an automatic
monthly deduction form and return it to the Administrator. Forms
will be processed and will become effective as soon as
practicable. Participants should allow 4 - 6 weeks for the first
automatic investment to be initiated.
Participants may change or terminate automatic investments by
notifying the Administrator in writing. Such notification should
be received at least six business days prior to the next
automatic investment date to be effective by that date.
Dividend Reinvestment
Full Dividend Reinvestment - Reinvest dividends on all shares
held by a participant, less applicable fees, and if desired, also
invest by making optional cash investments.
Partial Dividend Reinvestment - Designate the number of whole
shares on which a cash dividend is to be paid and the dividends
on the remaining shares will be reinvested, less applicable fees,
and if desired, also invest by making optional cash investments.
Employee Payroll Deductions
An employee of Ameritech and its subsidiaries may participate in
the Plan through payroll deductions as each company's payroll
system allows participation in the payroll deduction option. An
employee participant may authorize payroll deductions of not less
than $25 per month. Appropriate forms for enrollment, electronic
funds transfer, payroll deduction and termination are available
from the Administrator.
DIRECT DEPOSIT OF DIVIDENDS
Through the Company's direct deposit feature, a participant may
elect to have any cash dividends not being reinvested under the
Plan paid by electronic funds transfer to the participant's
predesignated U.S. bank account. To receive such dividends by
direct deposit, contact the Administrator for a Direct Deposit
Authorization Form. Participants must first complete and sign
the direct deposit form and return the form to the Administrator.
Direct Deposit Authorization Forms will be processed and will
become effective as promptly as practicable after receipt by the
Administrator. Participants may change the designated account
for Direct Deposit or discontinue this feature by written
instruction to the Administrator.
PURCHASE OF COMMON STOCK
Purchases will be made at least once a week, but may be made more
frequently. If any designated purchase date is a day when the
New York Stock Exchange is not open, purchases will be made the
next business day.
If shares are purchased in the open market, the price of Common
Stock will be the average cost incurred to purchase the shares.
The average cost will be determined by dividing the cost of all
shares purchased with reinvested dividends and/or optional cash
investments on the investment date. The participant's account
will be credited the shares purchased, less any applicable fees.
If shares are purchased directly from Ameritech, the price will
be the average of the high and low sale prices of Ameritech
common stock on the NYSE-Composite Transactions on the day of
purchase.
All fractional shares are rounded to three decimal places and are
credited to the participant's account in the same manner as whole
shares.
Participants will be required to pay certain fees in connection
with the purchase of shares of Common Stock under the Plan. See
"Transaction Fees" on page __.
SALE OF SHARES
Participants (or non-participants who have shares held by the
Plan Administrator for safekeeping) may sell any number of
shares held in the participant's account by calling 1-800-233-
1342 and selecting the appropriate automated option or by sending
a written request to the Administrator. A request to sell all
shares held in a participant's account will be treated as a
termination of that account.
Sales will be made for the participant's account on the open
market through a Purchasing Agent designated by the
Administrator. The sale price for shares sold for a participant
will be credited at the average price per share of all shares
sold. The participant will receive the proceeds, less any
applicable fees.
Participants will be required to pay certain fees in connection
with the sale of shares of Common Stock under the Plan. See
"Transaction Fees" on page __.
WITHDRAWAL FROM THE PLAN
Participants may withdraw from the Plan by giving written notice
to the Administrator or by completing and returning the
appropriate section of the Statement of Account to the
Administrator. Upon withdrawal, the participant must elect to
either (i) designate all shares held in the participant's account
to receive dividends in cash, (ii) receive a certificate for the
number of whole shares held in the Plan account and a check for
the value of any fractional shares; or (iii) sell all shares in
the Plan as described under "Sale of Shares."
Any certificates issued upon withdrawal will be issued in the
name or names in which the account is registered, unless
otherwise instructed. If the certificate is to be issued in a
name other than that on the participant's Plan account, the
signature(s) on the instructions or stock power must be Medallion
Guaranteed by a financial institution participating in the
Medallion Guarantee program. The Medallion Guarantee program
ensures that the individual signing the certificates is in fact
the registered owner as it appears on the stock certificate or
stock power. No certificates will be issued for fractional
shares.
If a notice of withdrawal is received on or after an ex-dividend
date but before the related dividend payment date, the withdrawal
will be processed as described above and a separate dividend
check will be mailed to the participant as soon as practicable
following the payment date. Thereafter, dividends will be paid
in cash.
STOCK-SECURED LOAN PROGRAM
The objective of the stock-secured loan program and the stock-
secured line of credit program is to enable shareowners to obtain
cash without selling their shares in the Company.
To qualify for the loan program, a participant must hold at least
$2,000 of Ameritech stock deposited in the Plan. Participants
can borrow up to 50% of the market value of their stock without
any credit. Standard loan amounts start at $1,000 up to $25,000
in thousand dollar increments. Both variable and fixed rate
loans are available.
To qualify for the line of credit program, a participant must
hold at least $4,000 of Ameritech Common Stock deposited in the
Plan. The line of credit amounts begin at $3,000 and is
collateralized up to 75% of the value of shares held in the Plan.
Contact the Administrator for a loan application. The shares
stay in safekeeping with the Administrator and continue to earn
dividends.
Loan repayment schedules vary from one to four years depending on
the amount borrowed and the repayment amount selected. Repayment
is made through automatic deduction from the participant's
predesignated financial institution. Applicable fees will be
outlined in the loan or line of credit agreement which can be
obtained through the Administrator.
SHARE SAFEKEEPING
Participants and non-participants may use the Plan's "share
safekeeping" service to deposit any Common Stock certificates in
their possession with the Administrator. Shares deposited will
be transferred into the name of the Administrator or its nominee
and credited to the participant's account under the Plan.
To insure against loss resulting from mailing your certificates
to the Administrator, the Plan provides for mail insurance free
of charge for certificates valued at up $25,000 current market
value provided they are mailed first class. To be eligible for
certificate mailing insurance, certificates must be mailed in
brown, pre-addressed return envelopes supplied by the
Administrator. The Administrator will promptly send the
participant a statement confirming each deposit of certificates.
The Administrator must be notified of any claim within thirty
(30) calendar days of the date the certificates were mailed. To
submit a claim, an individual investor must be a current
participant or the individual investor's loss must be incurred in
connection with becoming a participant. In the latter case, the
claimant must enroll in the program at the time the insurance
claim is processed. The maximum insurance protection provided is
$25,000 and coverage is available only when the certificate(s)
are sent to the Administrator in accordance with the guidelines
described above. Insurance covers the replacement of shares of
stock, but in no way protects against any loss resulting from the
fluctuations in the value of such shares from the time the
individual mails the certificates until such time as replacement
can be effected.
By using the share safekeeping service, investors no longer bear
the risk associated with loss, theft or destruction of stock
certificates. Shareowners using this service who are not Plan
participants will continue to receive their dividends in cash.
Shares held in safekeeping can be sold and withdrawn as described
in "Sale of Shares" on page ___ and "Gift/Transfers of Shares".
GIFT/TRANSFERS OF SHARES
Transfer of Shares from Street Name
A shareowner who holds shares registered in the name of a bank, a
broker, a trustee or other agent may transfer these shares to a
Plan account by directing his or her agent to have these shares
registered directly in the shareowner's name and to deliver a
certificate to him or her. Once the certificate is received, the
shares can be enrolled in the Plan as described under
"Shareowners" above.
Gift or Transfer of Shares of Common Stock
If a participant wishes to change the ownership of all or part of
his or her shares held under the Plan through a gift, private
sale or otherwise, the participant must deliver properly
completed written instructions to the Administrator. Transfers
must be made in whole shares. No fraction of a share credited to
a participant's account may be transferred unless the
participant's entire account is transferred. Signatures must be
Medallion Guaranteed by a financial institution participating in
the Medallion Guarantee program.
Shares may be transferred to new or existing shareowners;
however, a new Plan account will not be opened as a result of a
transfer of less than two shares.
Participants may make gifts of Ameritech Common Stock by (i)
making an initial investment to establish an account in the
recipient's name; (ii) submitting an optional cash payment in an
amount not less than $100 nor more than $150,000 on behalf of an
existing Plan participant; or (iii) by transferring shares from
their account to another person.
All accounts opened will be automatically enrolled in the
dividend reinvestment service of the Plan with all dividends
being automatically reinvested. The new participants, at their
option, may continue to have all dividends reinvested or
designate a portion of the Plan shares to pay a cash dividend
directly to them. In all cases where a gift is indicated, a gift
certificate, if requested, will be sent to the account holder,
free of charge, for presentation to the recipient.
TRANSACTION FEES
Initial Cash Investment $10.00 per transaction
plus commissions of $.10 per share
Optional Cash Investment
via check or wire $5.00 per transaction
plus commissions of $.10 per share
via automatic monthly $1.00 per transaction
deductions plus commissions of $.10 per share
Sales Fee $10.00 per transaction plus commissions
of $.12 per share
Reinvestment of Dividends Rate of 5% of invested amount with
a minimum of $1 per quarter and a
maximum of $3 per quarter
Annual IRA Fee $35.00
Stock-Secured Loan or
Line of Credit $35.00
Certificate Withdrawal No charge
REPORTS TO PARTICIPANTS
Each participant who reinvests dividends will receive a quarterly
Statement of Account showing all transactions for the
participant's account year-to-date, the number of shares of
Common Stock credited to the account, the amount of cash held in
the account and other information. Supplemental Statements of
Accounts will be provided in months where the participant has
made an optional cash investment or deposited, transferred or
withdrawn shares. The Administrator will send transaction
advices promptly after each sale of shares under the Plan.
Participants should retain these statements and advices in order
to establish the cost basis of shares purchased under the Plan
for income tax and other purposes.
Participants will receive copies of all communications sent to
holders of Common Stock. This includes semi-annual reports,
annual reports to shareowners and proxy material.
All notices, statements and reports from the Administrator to a
participant will be addressed to the participant at his or her
latest address of record with the Administrator. Therefore,
participants must promptly notify the Administrator of any change
of address.
FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Ameritech, the Federal income tax consequences
for Plan participants are as follows:
(1) Plan participants acquiring shares through the reinvestment
of common share dividends will be treated as having received a
taxable dividend on the dividend payment date. If shares are
purchased in market transactions, the dividend amount is equal to
the cash dividend paid by Ameritech. If shares are purchased
directly from Ameritech, the dividend amount is equal to the
total Plan purchase price.
(2) The tax basis of shares acquired through the reinvestment of
common share dividends will be equal to the amount of the taxable
dividend. The tax basis of shares acquired with optional cash
investments will be equal to the Plan purchase price.
(3) A participant's holding period for common shares acquired
pursuant to the Plan will begin on the day following the credit
of such shares to such participant's account and end on the day
of sale.
(4) A participant will not realize any taxable income upon the
participant's request for certificates for certain or all shares
or upon termination of participation in, or termination, of the
Plan.
(5) A participant will realize gain or loss when shares are sold
or exchanged, whether pursuant to the participant's request or by
the participant after receipt of shares from the Plan, and in the
case of a fractional share, when the participant receives a cash
adjustment for a fraction of a share held in the participant's
account upon termination of participation in, or termination of,
the Plan. The amount of such gain or loss will be the difference
between the amount which the participant receives for the shares
or fraction of a share and the tax basis thereof.
(6) Subject to the limitations contained in the Internal Revenue
Code, the transaction fees and brokerage commissions may be
deductible by participants who itemize deductions.
If a participant has failed to furnish a valid taxpayer
identification number to the Administrator, unless the
participant is exempt from the back-up withholding requirements
described in Section 3406 of the Internal Revenue Code, then the
Administrator will withhold 31% from the amount of common share
dividends, the proceeds of the sale of fractional shares and the
proceeds of any sale of whole shares. In addition, the Interest
and Dividend Tax Compliance Act of 1983 provides that if a new
participant fails to certify that such participant is not subject
to withholding on interest and dividend payments under Section
3406(a)(D) of the Internal Revenue Code, then 31% must be
withheld from the amount of common share dividends. The withheld
amounts will be deducted from the amount of dividends and the
remaining amount will be reinvested.
MISCELLANEOUS
Stock Dividend or Stock Splits
Any shares of Ameritech Common Stock distributed as a result of a
stock dividend or stock split on shares held by the Administrator
in the account of a participant under the Plan will be added to
the participant's account. Stock dividends or split shares
distributed on shares held by the participant in certificate form
will be mailed directly to the participant in the same manner as
to shareowners who are not participating in the Plan. Any
fractional share resulting from a stock dividend or stock split,
on either shares held by the participant or shares held by the
Administrator, will be added to the participant's account.
Rights Offering
A participant's entitlement in a rights offering will be based
upon the participant's total holdings -- just as the
participant's dividends are computed. Rights certificates will
be issued for the number of whole shares only, however, and
rights based on a fractional share held in a participant's
account will be sold for the participant's account and the net
proceeds will be treated as an optional cash investment.
Voting of Proxies
A participant will be sent a proxy card representing both the
shares held by the participant in certificate form and the shares
held by the Administrator in the participant's account under the
Plan. Such proxy will be voted as indicated by the participant
on the signed proxy. Fractional shares will be aggregated and
voted in accordance with the participant's directions. If the
proxy card or instruction form is not returned or if it is
returned unsigned by the registered owner(s), none of the
participant's shares will be voted.
Limitation of Liability
Neither Ameritech nor the Administrator, in administering the
Plan, will be liable for any act done in good faith or for any
good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a
participant's account upon such participant's death, the prices
at which shares are purchased or sold for the participant's
account or the times when such purchases or sales are made
(provided, however, that nothing herein shall be deemed to
constitute a waiver of any rights a participant might have under
the Securities Act of 1933, as amended, the Exchange Act or other
applicable federal securities laws), or fluctuations in the
market value of Ameritech Common Stock.
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Participants should recognize that neither Ameritech nor the
Administrator can assure them of a profit or protect them against
a loss on the shares purchased by them under the Plan.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends will depend upon
future earnings, the financial condition of Ameritech and other
factors. The amount and timing of dividends may be changed at
any time without notice.
Change or Termination of Plan
Ameritech reserves the right to suspend, modify or terminate the
Plan at any time. All participants will receive notice of any
such suspension, modification or termination. Upon termination
of the Plan by Ameritech, certificates for whole shares held in a
participant's account under the Plan will be issued and a cash
payment will be made for any fractional share.
USE OF PROCEEDS
The shares purchased from Ameritech with reinvested cash
dividends and optional cash investments will, at the option of
Ameritech, be newly issued shares, treasury shares or shares
purchased in the open market by the Administrator. Ameritech is
unable to estimate the number of shares which will be purchased
directly from Ameritech under the Plan or the amount of proceeds
from any such shares. If shares for the Plan are purchased from
Ameritech, the net proceeds will be used by Ameritech for general
corporate purposes.
LEGAL MATTERS
Thomas P. Hester, as Executive Vice President and General Counsel
of Ameritech, has passed upon the legality of the securities
being offered pursuant to the Plan. Mr. Hester owns beneficially
and has options to acquire shares of the Common Stock of
Ameritech and he is eligible to participate in the Plan.
INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements and financial statement schedule of
Ameritech and its subsidiaries included (or incorporated by
reference) in Ameritech's Annual Report on Form 10-K for the year
ended December 31, 1995, have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in the report
of such firm accompanying such financial statements. Reference
is made to said report, which includes an explanatory paragraph
with respect to 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 4 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.
INCORPORATION OF DOCUMENTS BY REFERENCE
Ameritech has filed the following documents with the SEC. They
are incorporated in this section of the prospectus by reference:
(1) Ameritech's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) 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 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, Notice of 1989 Annual Meeting and Proxy Statement, dated
March 1, 1989, and Notice of 1996 Annual Meeting and Proxy
Statement, dated March 1, 1996.
(3) The description of the dividend distribution on one
contingent Preference Stock Purchase Right for each outstanding
share of common stock to shareowners of record at the close of
business on December 30, 1988, contained in Ameritech 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 l5(d) of the Exchange Act prior to
termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be part hereof from the
date of filing of such documents.
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 for certain
liabilities and expenses.
The directors and officers of Ameritech are covered by insurance
policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as
amended (Act), which might be incurred by them in such capacities
and against which they cannot be indemnified by Ameritech.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the
registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
TABLE OF CONTENTS
Page
Available Information
The Company
Plan Ameritech Invest Direct
Purpose
Features of the Plan
Plan Administration
Eligibility
Enrollment Procedures
Investment Dates
Methods of Investment
Direct Deposit of Dividends
Purchase of Common Stock
Sale of Shares
Withdrawal From the Plan
Stock-Secured Loan Program
Share Safekeeping
Gift/Transfers of Shares
Transaction Fees
Reports to Participants
Federal Income Tax Consequences
Miscellaneous
Use of Proceeds
Legal Matters
Independent Public Accountants
Incorporation of Documents by Reference
Indemnification of Directors and Officers
No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection
with the offer contained in this Prospectus, and if given or
made, such information or representations must not be relied upon
as having been authorized by Ameritech. This Prospectus does not
constitute an offer of any securities other than those to which
it relates or an offer to sell, or a solicitation of an offer to
buy, the securities to which it relates in any jurisdiction to
any person to whom it is not lawful to make any such offer or
solicitation in such jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 3 to Form S-3
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 2nd day of May, 1996.
AMERITECH CORPORATION
By /s/ Betty F. Elliott
(Betty F. Elliott,
Vice President and
Comptroller)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 3 to Form S-3 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/ Betty F. Elliott
Vice President and (Betty F. Elliott, for herself
Comptroller and as Attorney-in-fact)
Directors:
May 2, 1996
D.C. Clark
M.R. Goodes
H.H. Gray
J.A. Henderson
S.B. Lubar
L.M. Martin
A.C. Martinez
J.B. McCoy
N.C. Notebaert
J.D. Ong
A.B. Rand
J.A. Unruh
