File No. 333-2591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
AMENDMENT NO. 2
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.
<PAGE>
The page of the Prospectus which includes the heading "INVESTMENT
DATES" is amended to read in its entirety as follows:
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.
<PAGE>
The page of the Prospectus which includes the heading
"MISCELLANEOUS -- Limitation of Liability" is amended to read in
its entirety as follows:
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 2 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 1st 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. 2 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 1, 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
