<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ameritech Corporation
A Delaware I.R.S. Employer
Corporation No. 36-3251481
30 South Wacker Drive
Chicago, Illinois 60606
Telephone Number 1-800-257-0902
AMERITECH CORPORATION LONG-TERM STOCK INCENTIVE PLAN
Agent for Service
Richard M. Pehlke, Vice President and Treasurer
Ameritech Corporation
30 South Wacker Drive, Chicago, Illinois 60606
Telephone Number (312) 750-5331
Please send copies of all communications to:
Bruce B. Howat, Secretary
Ameritech Corporation
30 South Wacker Drive, Chicago, Illinois 60606
Telephone Number (312) 750-5445
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed maximum
securities to be registered offering price per
registered share
Common Stock 20,000,000 $68 1/16 (1)
$1 par value shares
___________________________________________________________
Proposed Maximum Amount of
aggregate offering registration fee
price
$1,361,250,000 $425,390.63
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) based on the average of
the high and low prices per share of the Company's Common Stock
on the New York Stock Exchange as reported in the consolidated
reporting system on June 12, 1997.
<PAGE>2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E of Form S-8, the
contents of Ameritech's earlier registration statements on Form S-
8 (Registration Nos. 2-97037 and 33-30593) are incorporated
herein by reference and the following information is provided.
All documents filed by Ameritech with the Securities and
Exchange Commission (SEC) pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the termination of the
sale of the shares offered thereby shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents with
the SEC.
Item 5. Interests of Named Experts and Counsel.
The consolidated 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, 1996 have been audited by
Arthur Andersen LLP, independent public accountants, as set forth
in the reports of such firm. Such consolidated financial
statements and financial statement schedule are incorporated
herein in reliance upon the authority of Arthur Andersen LLP as
experts in giving said reports.
Bruce B. Howat, Counsel and Secretary of Ameritech, has
passed upon the legality of the securities being offered pursuant
to the Plan. At the time of the filing of this registration
statement, Mr. Howat owned beneficially and had options to
acquire shares of the common stock of Ameritech which in the
aggregate constituted less than .01% of the total issued and
outstanding shares of the common stock of Ameritech.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware and the Certificate of Incorporation and the By-Laws of
Ameritech provide for indemnification of officers, directors and
employees of Ameritech in certain circumstances.
Article Seventh of the Certificate of Incorporation of
Ameritech provides that Ameritech shall indemnify, in accordance
with and to the full extent now or hereafter permitted by law,
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in
the right of Ameritech), by reason of his acting as a director,
officer, employee or agent of, or his acting in any other
<PAGE>3
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.
<PAGE>4
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 in connection with the court-
approved divestiture of certain assets of AT&T effective January
1, 1984 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.
<PAGE>5
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 30, 1996 (Exhibit 3a to Form 10-Q for the quarter ended
March 31, 1996, File No. 1-8612).
4b Rights Agreement, dated as of December 12, 1988,
between Ameritech and American Transtech Inc., as Rights Agent
(Exhibit 1 to Form 8-A, dated December 29, 1988, File No. 1-
8612).
5 Opinion of Bruce B. Howat, Counsel and Secretary of
Ameritech, as to the legality of the securities to be issued.
23a Consent of Arthur Andersen LLP, independent public
accountants.
23b Consent of Bruce B. Howat, Counsel and Secretary of
Ameritech, is contained in the opinion of counsel filed as
Exhibit 5.
24 Powers of Attorney executed by the officers and
directors who signed this registration statement.
The undersigned registrant hereby undertakes that Ameritech
will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner, and
has made or will make all changes required by the IRS in order to
qualify the Plan.
Item 9. Undertakings.
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 Securities Act of 1933
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,
<PAGE>6
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted against
the registrant by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>7
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on the 19th day of June, 1997.
AMERITECH CORPORATION
By /s/ Barbara A. Klein
(Barbara A. Klein
Vice President and Comptroller)
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. A. Klein * By /s/ Barbara A. Klein
Vice President and (Barbara A. Klein,
Comptroller for herself and
as Attorney-in-fact)
Directors:
June 19, 1997
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 *
A. B. Rand *
J. A. Unruh *
Exhibit 5
June 19, 1997
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Re: Ameritech Corporation Long-Term Stock Incentive Plan
Dear Sirs:
With reference to the Form S-8 registration statement which
Ameritech Corporation (the "Company") proposes to file with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, registering 20,000,000 common shares (par value
$1.00 per share) of the Company (the "Shares") which may be
issued pursuant to the Ameritech Corporation Long-Term Stock
Incentive 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 duly authorized and, upon issuance
and payment therefor in accordance with the Plan and the
resolutions of the Board of Directors of the Company
relating to the offering of common shares, will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
registration statement referred to above.
Very truly yours,
/s/ Bruce B. Howat
Exhibit 23a
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 13, 1997, included (or incorporated by
reference) in Ameritech Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 19, 1997
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AMERITECH CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file shortly with the
Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1933, as amended, a Registration Statement
on Form S-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive 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.A. KLEIN 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
18th day of June, 1997.
/s/ Richard C. Notebaert
-------------------------
Richard C. Notebaert
Chairman and Chief Executive Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is an Officer of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS R.
C. NOTEBAERT, B.A. KLEIN 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
18th day of June, 1997.
/s/ Oren G. Shaffer
-------------------------
Oren G. Shaffer
Executive Vice President and Chief
Financial Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ Donald C. Clark
-------------------------
Donald C. Clark
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ Melvin R. Goodes
-------------------------
Melvin R. Goodes
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ Hanna Holborn Gray
-------------------------
Hanna Holborn Gray
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ James A. Henderson
-------------------------
James A. Henderson
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ Sheldon B. Lubar
-------------------------
Sheldon B. Lubar
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ Lynn M. Martin
-------------------------
Lynn M. Martin
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ Arthur C. Martinez
-------------------------
Arthur C. Martinez
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ John B. McCoy
-------------------------
John B. McCoy
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ A. Barry Rand
-------------------------
A. Barry Rand
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/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-8 (the "Registration Statement") with respect to shares of
the Company's Common Stock to be offered pursuant to the Ameritech
Corporation Long-Term Stock Incentive Plan; and
WHEREAS, the undersigned is a Director of the Company;
NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS O.G.
SHAFFER, B.A. KLEIN 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
18th day of June, 1997.
/s/ James A. Unruh
-------------------------
James A. Unruh
STATE OF ILLINOIS)
COUNTY OF COOK )
On the 18th day of June, 1997, 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 18th day of June, 1997.
/s/ Judy L. Anker
----------------------
Notary Public
