<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERITECH CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-3251481
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
</TABLE>
30 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(800) 257-0902
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
COPIES TO:
Richard M. Pehlke Kelly R. Welsh
Vice President and Treasurer Executive Vice President
Ameritech Corporation and General Counsel
30 South Wacker Drive Ameritech Corporation
Chicago, Illinois 60606 30 South Wacker Drive
(800) 257-0902 Chicago, Illinois 60606
(Name, address, including zip code, (800) 257-0902
and telephone number, including area
code, of agent for service)
------------------------
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share........ 7,139,670 shares $70.03125(1) $500,000,014.69(1) $151,516.00
</TABLE>
(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 for October 6, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 8, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
7,139,670 SHARES
[LOGO]
AMERITECH CORPORATION
COMMON STOCK
------------------
The 7,139,670 shares offered hereby are issued and outstanding shares (the
"Shares") of Common Stock, par value $1.00 per share (the "Common Stock") of
Ameritech Corporation, a Delaware corporation (the "Company"), which may be
issued from time to time in the future by the Company on the completion of
acquisitions of assets, businesses or securities, or on the payment of dividends
on or conversion of shares of preferred stock or the conversion of or payment of
interest on convertible notes issued in connection with such acquisitions of
assets, businesses or securities. This Prospectus may also be used, with the
Company's prior consent, by persons or entities who have received or will
receive Shares in connection with such acquisitions and who wish to offer and
sell such Shares under circumstances requiring or making desirable its use and
by certain donees of such persons or entities.
It is expected that the terms of acquisitions involving the issuance of the
shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any profit on the resale of shares of
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
------------------------
The Common Stock is listed on the NYSE under the symbol "AIT." On October 6,
1997, the closing sale price of the Common Stock on the NYSE was $69.875 per
share.
------------------------
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.
------------------------
No person is authorized to give any information or make any representation
not contained in this Prospectus and, if given or made, such information or
representation should not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
purchase the Shares offered by this Prospectus in any jurisdiction where, or
from any person to whom, it is unlawful to make such offer or solicitation of an
offer. Neither the delivery of this Prospectus nor any distribution of the
Shares offered pursuant to this Prospectus shall create an implication that
there have been no changes in the affairs of the Company since the date of this
Prospectus or that the information in this Prospectus or in the documents
incorporated by reference herein is correct as of any time subsequent to the
dates hereof or thereof.
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act with respect to the Shares being offered
pursuant to this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement and
exhibits thereto. Statements contained herein concerning any such document are
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such material may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material also
may be obtained from the Commission at prescribed rates by addressing written
requests for such copies to the Public Reference Section of the Commission,
Washington, D.C. 20549. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York,
Boston, Chicago, Philadelphia and Pacific Stock Exchanges, on each of which
exchanges certain of the Company's securities are listed. Such material may also
be accessed electronically by means of the Commission's home page on the
Internet at http.www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1996;
2. Quarterly Report on Form 10-Q for the fiscal quarters ended March 31,
1997 and June 30, 1997;
3. Current Reports on Form 8-K dated January 13, 1997, April 15, 1997 and
July 15, 1997;
4. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended December 31, 1996;
5. The description of the Common Stock contained in the Company's Form 10
Registration Statement filed on November 16, 1983 and all amendments or reports
filed for the purpose of updating such description; and
6. The description of the dividend distribution of one contingent
Preference Stock Purchase Right for each outstanding share of Common Stock to
stockholders of record at the close of business on December 30, 1988, contained
in the Company's Current Report on Form 8-K filed on December 21, 1988, and any
registration statement, amendment or report filed for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the sale of the Shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents with the Commission. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein
2
<PAGE>
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described above. Requests for such documents should be directed to
the attention of the Secretary of the Company at the Company's principal
executive offices, which are located at 30 South Wacker Drive, Chicago, Illinois
60606, telephone (800) 257-0902.
THE COMPANY
The Company, a holding company incorporated in 1983 under the laws of the
State of Delaware, has its principal executive offices at 30 South Wacker Drive,
Chicago, Illinois 60606 (telephone (800) 257-0902). The Company and its
subsidiaries provide a wide range of communications services, including local
and long distance telephone, cellular, paging, directory advertising, security
monitoring, cable TV, electronic commerce and on-line services.
SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus covers shares of Common Stock that may be issued from time
to time in the future by the Company on the completion of acquisitions of
assets, businesses or securities, or on the payment of dividends on or
conversion of shares of preferred stock or the conversion of or payment of
interest on convertible notes issued in connection with such acquisitions of
assets, businesses or securities. The consideration offered by the Company in
such acquisitions, in addition to the shares of Common Stock offered by this
Prospectus, may include cash, debt, or other securities (which may be
convertible into shares of Common Stock covered by this Prospectus), or
assumption by the Company of liabilities of the assets, businesses or securities
being acquired or of their owners, or a combination thereof.
It is expected that the terms of acquisitions involving the issuance of the
shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the Shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the Shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act, and any
profit on the resale of shares of Common Stock purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.
The Company may from time to time, in an effort to maintain an orderly
market in the Common Stock or for other reasons, negotiate agreements with
persons receiving Common Stock covered by this Prospectus that will limit the
number of shares that may be sold by such persons at specified intervals. Such
agreements may be more restrictive than restrictions on sales made pursuant to
the exemption from registration requirements of the Securities Act, including
the requirements under Rule 144 or Rule 145(d), and certain persons party to
such agreements may not otherwise be subject to such Securities Act
requirements. The Company anticipates that, in general, such negotiated
agreements will be of limited duration and will permit the recipients of Common
Stock issued in connection with acquisitions to sell up to a specified number of
shares per business day or days.
With the consent of the Company, this Prospectus may also be used by persons
who have received or will receive from the Company Common Stock covered by this
Prospectus and who may wish to sell such stock under circumstances requiring or
making desirable its use. This Prospectus may also be used, with the Company's
consent, by pledgees, donees, or assignees of such persons. The Company's
consent to any such use may be conditioned upon such persons' agreeing not to
offer more than a specified number of
3
<PAGE>
shares following supplements or amendments to this Prospectus, which the Company
may agree to use its best efforts to prepare and file at certain intervals. The
Company may require that any such offering be effected in an organized manner
through securities dealers.
Sales by means of this Prospectus may be made from time to time privately at
prices to be individually negotiated with the purchasers, or publicly through
transactions in the over-the-counter market or on a securities exchange (which
may involve block transactions), at prices reasonably related to market prices
at the time of sale or at negotiated prices. Broker-dealers participating in
such transactions may act as agent or as principal and, when acting as agent,
may receive commissions from the purchasers as well as from the sellers (if also
acting as agent for the purchasers). The Company may indemnify any broker-dealer
participating in such transactions against certain liabilities, including
liabilities under the Securities Act. Profits, commissions, and discounts on
sales by persons who may be deemed to be underwriters within the meaning of the
Securities Act may be deemed underwriting compensation under the Securities Act.
Stockholders may also offer shares of stock covered by this Prospectus by
means of prospectuses under other registration statements or pursuant to
exemptions from the registration requirements of the Securities Act, including
sales which meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act, and stockholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.
LEGAL MATTERS
The validity of the Shares being offered hereby and certain other legal
matters will be passed upon for the Company by Bruce B. Howat, Esq., Counsel and
Secretary of the Company. Mr. Howat owns beneficially and has options to acquire
shares of Common Stock which in the aggregate constitute less than .01% of the
total issued and outstanding shares of Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedule of
the Company and its subsidiaries included and incorporated by reference in the
Company'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.
4
<PAGE>
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions), all of which are being paid by the registrant:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............... $ 151,516
Accounting Fees and Expenses...................................... 0
Legal Fees and Expenses........................................... 10,000
Miscellaneous Expenses............................................ 10,000
---------
Total......................................................... $ 171,516
---------
---------
</TABLE>
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 the Company provide for
indemnification of officers, directors and employees of the Company in certain
circumstances.
Article Seventh of the Certificate of Incorporation of the Company provides
that the Company 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 the Company), 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, the Company, against any liability or
expense actually and reasonably incurred by such person in respect thereof.
Article VI of the By-Laws of the Company provides that the Company 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 the Company, or (ii) is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines or 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 the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
Furthermore, the Company 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 the Company 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 the Company, or (ii) is or was serving at the request of the Company 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 the Company
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 the
Company 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 indemnify for such
expenses which the Court of Chancery or such other court shall deem proper.
II-1
<PAGE>
Article Twelfth of the Certificate of Incorporation of the Company provides
that directors of the Company shall have no personal liability to the Company 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 the Company 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 the Company) 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 (entered into 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 the Company 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 16. EXHIBITS.
<TABLE>
<C> <S>
4.1 Certificate of Incorporation of the Company as amended on April 30, 1996
(incorporated by reference to Exhibit 3a to the Company's Form 10-Q for the
quarter ended March 31, 1996, File No. 1-8612).
4.2 Bylaws of the Company, as amended on March 19, 1997 (incorporated by reference
to Exhibit 3b to the Company's Form 10-Q for the quarter ended March 31,
1997, File No. 1-8612).
4.3 Rights Agreement, dated as of December 12, 1988, between the Company and
American Transtech Inc., as Rights Agent (incorporated by reference to
Exhibit 1 to Form 8-A, dated December 29, 1988, File No. 1-8612).
5.1 Opinion of Bruce B. Howat, Esq., Counsel and Secretary of the Company.
23.1 Consent of Bruce B. Howat, Esq. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney and Certified Resolutions.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) 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;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in this 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) above do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed with or furnished by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) 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 Securities and Exchange
Commission 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 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.
(d) The undersigned Registrant hereby undertakes to respond to requests for
information that are incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
II-3
<PAGE>
SIGNATURES
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-4 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 October 8, 1997.
<TABLE>
<S> <C> <C>
AMERITECH CORPORATION
By: /s/ BARBARA A. KLEIN
-----------------------------------------
Barbara A. Klein
VICE PRESIDENT AND COMPTROLLER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 8, 1997, by the following
persons in the capacities indicated:
R.C. Notebaert*
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
O.G. Shaffer*
Executive Vice President and
Chief Financial Officer
(principal financial officer)
/s/ BARBARA A. KLEIN
- ------------------------------
Barbara A. Klein
Vice President and Comptroller
(principal accounting officer)
Directors:
M.R. Goodes*
H.H. Gray*
J.A. Henderson*
S.B. Lubar*
L.M. Martin*
A.C. Martinez*
R.C. Notebaert*
J.D. Ong*
A.B. Rand*
*By: /s/ BARBARA A. KLEIN
-------------------------
Barbara A. Klein
ATTORNEY-IN-FACT
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ---------- ----------------------------------------------------------------------------------------------
<C> <S>
4.1 Certificate of Incorporation of the Company as amended on April 30, 1996 (incorporated by
reference to Exhibit 3a to the Company's Form 10-Q for the quarter ended March 31, 1996,
File No. 1-8612).
4.2 Bylaws of the Company, as amended on March 19, 1997 (incorporated by reference to Exhibit 3b
to the Company's Form 10-Q for the quarter ended March 31, 1997, File No. 1-8612).
4.3 Rights Agreement, dated as of December 12, 1988, between the Company and American Transtech
Inc., as Rights Agent (incorporated by reference to Exhibit 1 to Form 8-A, dated December
29, 1988. File No. 1-8612).
5.1 Opinion of Bruce B. Howat, Esq., Counsel and Secretary of the Company.
23.1 Consent of Bruce B. Howat, Esq. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney and Certified Resolutions.
</TABLE>
<PAGE>
EXHIBIT 5.1
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
October 8, 1997
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-4 to be filed with the Securities and Exchange Commission on
the date hereof (the "Registration Statement") relating to the registration of
shares of common stock, $1.00 par value per share, of Ameritech Corporation (the
"Company"), which may be issued from time to time in the future by the Company
on the completion of acquisitions of assets, businesses or securities, or on the
payment of dividends on or conversion of shares of preferred stock or the
conversion of or payment of interest on convertible notes issued in connection
with such acquisitions of assets, businesses or securities (the "Registered
Shares").
I, in my capacity as Counsel and Secretary of Ameritech Corporation, am
familiar with the proceedings to date with respect to the proposed sale of the
Registered Shares and have examined such records, documents and matters of law
and satisfied myself as to such matters of fact as I have considered relevant
for the purposes of this opinion.
I am of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
2. The Registered Shares constitute a validly issued, fully paid and
nonassessable share.
I do not find it necessary for the purposes of this opinion, and accordingly
do not purport to cover herein, the application of the securities or "blue sky"
laws of the various states to the sale of the Registered Shares.
The Registered Shares are treasury shares. I have assumed for purposes of
this opinion that each of the Registered Shares, when originally issued,
constituted a validly issued, fully paid and nonassessable share.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or supplement this opinion should the present laws of
the States of Illinois or Delaware or the federal law of the United States be
changed by legislative action, judicial decision or otherwise.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ BRUCE B. HOWAT
--------------------------------------
Bruce B. Howat
COUNSEL AND SECRETARY
<PAGE>
EXHIBIT 23.2
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 and 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.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
October 8, 1997
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 any
registration statement filed pursuant to Rule 462(b) under the Securities Act),
and thereafter to execute and file any amendment or amendments thereto
(including pre-effective and post-effective amendments), 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 26th day of
September, 1997.
/s/ Richard C. Notebaert
-------------------------------------
Richard C. Notebaert
Chairman and Chief Executive Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 26th day of September, 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 26th day of September, 1997.
/s/ Judi L. Anker
-----------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any
registration statement filed pursuant to Rule 462(b) under the Securities Act),
and thereafter to execute and file any amendment or amendments thereto
(including pre-effective and post-effective amendments), 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 26th day
of September, 1997.
/s/ Oren G. Shaffer
-----------------------------------
Oren G. Shaffer
Executive Vice President and Chief
Financial Officer
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 26th day of September, 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 26th day of September, 1997.
/s/ Judi L. Anker
----------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 26th day
of September, 1997.
/s/Melvin R. Goodes
-----------------------------
Melvin R. Goodes
STATE OF NEW JERSEY )
COUNTY OF MORRIS )
On the 26th day of September, 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 26th day of September, 1997.
/s/ Athena E. Leonard
---------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 30th day
of September, 1997.
/s/Hanna Holborn Gray
-----------------------------
Hanna Holborn Gray
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 30th day of September, 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 30th day of September, 1997.
/s/ Judi L. Anker
----------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 30th day
of September, 1997.
/s/ James A. Henderson
----------------------------------
James A. Henderson
STATE OF INDIANA )
COUNTY OF BARTHOLOMEW)
On the 30th day of September, 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 30th day of September, 1997.
/s/ Patricia Wilkerson
------------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 26th day
of September, 1997.
/s/ Sheldon B. Lubar
------------------------------
Sheldon B. Lubar
STATE OF WISCONSIN )
COUNTY OF MILWAUKEE )
On the 26th day of September, 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 26th day of September, 1997.
/s/ Mary Beth Wisniewski
-------------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 25th day
of September, 1997.
/s/ Lynn M. Martin
--------------------------------
Lynn M. Martin
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 25th day of September, 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 25th day of September, 1997.
/s/ Judi L. Anker
----------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 26th day
of September, 1997.
/s/ Arthur C. Martinez
-------------------------------------
Arthur C. Martinez
STATE OF ILLINOIS )
COUNTY OF COOK )
On the 26th day of September, 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 26th day of September, 1997.
/s/ Judi L. Anker
----------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 26th day
of September, 1997.
/s/ John D. Ong
----------------------------
John D. Ong
STATE OF OHIO )
COUNTY OF SUMMIT )
On the 26th day of September, 1997, 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 26th day of September, 1997.
/s/ Virginia M. Huggins
---------------------------------
Notary Public
<PAGE>
Exhibit 24.1
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-4 (the "Registration Statement") with respect
to shares of the Company's Common Stock which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible notes issued in connection with such acquisitions of other assets,
businesses or properties; 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 Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and
thereafter to execute and file any amendment or amendments thereto (including
pre-effective and post-effective amendments), 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 29th day
of September, 1997.
/s/ A. Barry Rand
-------------------------------
A. Barry Rand
STATE OF CONNECTICUT)
COUNTY OF FAIRFIELD )
On the 29th day of September, 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 29th day of September, 1997.
/s/ Elizabeth C. Kirch
---------------------------------
Notary Public
<PAGE>
AMERITECH CORPORATION
CERTIFICATION OF CORPORATE RESOLUTIONS
I, BRUCE B. HOWAT, certify that I am the Secretary of AMERITECH
CORPORATION, a Delaware corporation (the "Company"), and further certify that
the following are true and correct copies of resolutions adopted at a special
meeting of the Board of Directors of the Company duly called, convened and held
on September 26, 1997, at which meeting a majority and quorum of the Board of
Directors was present and acted throughout, and that such resolutions have not
been modified or rescinded and are in full force and effect on the date hereof:
WHEREAS, the Board of Directors (the "Board") of the Company
previously authorized a pool of 10 million shares (the "Allocated
Shares") of Ameritech Common Stock, $1.00 par value per share (the
"Common Stock") to be used in acquisition transactions.
WHEREAS, to facilitate the use of certain of such shares in
acquisition transactions, the Company proposes to register up to
7,500,000 of such Allocated Shares pursuant to the Securities Act of
1933, as amended (the "Act").
WHEREAS, the shares would be registered on a Form S-4 shelf
registration statement (the "Registration Statement") which would
allow the Company to periodically issue such registered shares to
facilitate the acquisition of assets, businesses or securities, the
payment of dividends or the conversion of or payment of interest on
convertible notes which the Company may issue from time to time in
connection with such acquisitions.
NOW, THEREFORE, BE IT RESOLVED, that the Company's proposed
registration under the Act of up to 7,500,000 shares of Ameritech
Common Stock is approved and ratified in all respects;
RESOLVED FURTHER, that the Registration Statement, including the
form of prospectus contained therein, in substantially the form
discussed at this meeting be, and hereby is, approved and ratified in
all respects;
RESOLVED FURTHER, that the proper officers of the Company (the
"Proper Officers") be, and each hereby is, authorized and directed to
execute (personally or by power of attorney) in the name and on behalf
of the Company, and cause to be filed with the Securities and Exchange
Commission (the "Commission") under the Act, the Registration
Statement in substantially the form discussed at this meeting
(together with such changes thereto as the Proper Officers deem
advisable), and any pre- or post-effective amendment or supplement to
the Registration Statement or the prospectus contained therein, in
such form as the Proper Officers executing the
<PAGE>
same shall approve, as evidenced conclusively by his or her execution and
filing thereof with the Commission;
RESOLVED FURTHER, that any Proper Officer be, and each hereby is,
authorized and directed to make such changes, revisions, and
amendments to the Registration Statement and any related documents,
and to take such further action on behalf of the Company to cause the
Registration Statement to be declared effective by the Commission, as
each such Proper Officer deems advisable;
RESOLVED FURTHER, that any Proper Officer be, and each hereby is,
authorized and directed to apply for registration of the Common Stock
under the Act, and in connection therewith, to prepare and execute
(personally or by power of attorney), in the name and on behalf of the
Company, and file with the Commission such applications, registration
statements and other documents as may be deemed necessary or advisable
in order to comply with the Act and the rules and regulations adopted
thereunder, as evidenced conclusively by the execution and filing
thereof.
RESOLVED FURTHER, that any of the Proper Officers be, and each
hereby is, authorized, empowered and directed to take all actions, to
make all such filings, and to negotiate, execute, deliver and perform
all such further agreements, instruments and documents, in the name of
and on behalf of the Company, under its corporate seal or otherwise,
and to pay all such fees and expenses, which shall in their judgment
be advisable to fully carry out the intent and effectuate the purposes
of each of the foregoing Resolutions, and all actions of the Proper
Officers taken to date in furtherance of such purposes be, and the
same hereby are, adopted, approved, confirmed and ratified in all
respects;
RESOLVED FURTHER, that the execution by the Proper Officers, or
any one of them, of any document, instrument, certificate or agreement
authorized by these resolutions, or executed in the accomplishment of
any action or actions so authorized, is and shall become upon delivery
the enforceable and binding act and obligation of the Company.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Company this 8th day of October, 1997.
Seal
/s/ Bruce B. Howat
-------------------------
Bruce B. Howat, Secretary
