SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 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
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]
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed maximum
securities to be registered offering price per
be registered share
Common Stock 10,000,000 $54 9/16 (1)
$1 par value shares
and related
Preference Stock
Purchase Rights
- ----------------------------------------------------------------
Proposed Maximum Amount of
aggregate offering registration fee
price
$545,625,000 $188,146.55
(1) 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 Friday, April 12, 1996. The value attributable to the
Rights, which attach to the Common Stock, is refected in the market price
of the Common Stock.
- -----------------------------------------------------------------
Pursuant to Rule 429, the Prospectus herein also relates to Registration
Nos. 2-87838 and 33-26366.
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.
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 price at which shares are purchased or sold for the participant's
account, the times when purchases or sales are made or fluctuations in the
market value of Ameritech Common Stock.
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.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issusance and Distribution.
Securities and Exchange Commission Filing Fee...$188,146.55
Printing and Distribution of Prospectus......... 110,000.00 *
Accountants' Fees and Expenses.................. 6,000.00 *
Miscelaneous Fees and Expenses.................. 1,000.00 *
Total........................................$305,146.55 *
*Estimates
Item 15. 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 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 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.
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 Thomas P. Hester, Senior Vice President and General
Counsel of Ameritech, as to the legality of the securities to be issued.
23a Consent of Arthur Andersen LLP, independent public accountants
23b Consent of Thomas P. Hester, Senior Vice President and General
Counsel 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;
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant named below certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 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 17th day of April, 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:
April 17, 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
Exhibit 5
April 17, 1996
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Re: Ameritech Direct Services Investment Plan
Dear Sirs:
With reference to the Form S-3 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 10,000,000 common shares (par value $1.00 per share) of the
Company (the "Shares") which may be issued pursuant to the Ameritech Direct
Services Investment Plan (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 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/ Thomas P. Hester
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 January 17, 1996, included (or incorporated by
reference) in Ameritech Corporation's Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 17, 1996
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 Act of 1933, as amended, a Registration Statement on Form S-
3 (the "Registration Statement") with respect to shares of the
Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan: 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
17th day of April, 1996.
/s/ Richard C. Notebaert
Richard C. Notebaert
Chairman and Chief Executive Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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 Act of 1933, as amended, a Registration Statement on Form S-
3 (the "Registration Statement") with respect to shares of the
Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS R.C.
NOTEBAERT, O.G. SHAFFER 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 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
17th day of April, 1996.
/s/ Betty F. Elliott
Betty F. Elliott
Vice President and Comptroller
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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 Act of 1933, as amended, a Registration Statement on Form S-
3 (the "Registration Statement") with respect to shares of the
Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS R.C.
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 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
17th day of April, 1996.
/s/ Oren G. Shaffer
Oren G. Shaffer
Executive Vice President and
Chief Financial Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ Donald C. Clark
Donald C. Clark
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 1996, personally appeared before me Donald
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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ Melvin R. Goodes
Melvin R. Goodes
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 1996, personally appeared before me Melvin
R. Goodes 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ Hanna Holborn Gray
Hanna Holborn Gray
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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 of1933, as amended, a Registration Statement
on Form S-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ James A. Henderson
James A. Henderson
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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 of 1933, as amended, a Registration
Statement on Form S-3 (the "Registration Statement") with respect to
shares of the Company's Common Stock to be offered under the Ameritech
Direct Services Investment Plan, formerly known as the Ameritech
Shareowner Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ Sheldon B. Lubar
Sheldon B. Lubar
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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 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
17th day of April, 1996.
/s/ Lynn M. Martin
Lynn M. Martin
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 1996, personally appeared before me Lynn
M. Martin 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ Arthur C. Martinez
Arthur C. Martinez
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ John B. McCoy
John B. McCoy
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ John D. Ong
John D. Ong
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 1996, personally appeared before me John
D. Ong 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ A. Barry Rand
A. Barry Rand
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 1996, personally appeared before me A.
Barry Rand 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
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-3 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered under the Ameritech Direct
Services Investment Plan, formerly known as the Ameritech Shareowner
Dividend Reinvestment and Stock Purchase Plan; 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
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
17th day of April, 1996.
/s/ James A. Unruh
James A. Unruh
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 17th day of April, 1996, personally appeared before me James
A. Unruh 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 17th day of April, 1996.
/s/ Judy L. Anker
Notary Public
