<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
OR
(_) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From ______ to _______.
Ameritech Corporation
Commission File No. 1-8612
a Delaware corporation I.R.S. Employer Identification Number
36-3251481
30 South Wacker Drive
Chicago, Illinois 60606
Telephone Number: (800) 257-0902
The undersigned registrant hereby amends the exhibits to its Annual Report on
Form 10-K for the year ended December 31, 1997 by filing the following exhibit
set forth in the pages attached hereto:
Exhibit 99c - Annual Report on Form 11-K of the DonTech Profit Participation
Plan for the fiscal year ended December 31, 1997.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERITECH CORPORATION
By: /s/ Deidra D. Gold
Deidra D. Gold
Secretary
Date: June 27, 1998
<PAGE>
Exhibit 99(C)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-7155 (The Dun & Bradstreet Corporation)
1-8612 (Ameritech Corporation)
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
DonTech Profit Participation Plan, 205 N. Michigan Avenue, Chicago, Illinois
60601
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
The Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill, NJ
07974; and Ameritech Corporation, 30 South Wacker Drive, Chicago, Illinois
60606
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the AM/DON
general partnership (the administrator of the DonTech Profit Participation
Plan) has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DonTech Profit Participation Plan
(Name of Plan)
BY: _________________________
Robert Gross
Vice President - Finance &
Chief Financial Officer
Date: June 22, 1998
1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in (i) the registration statement
of Ameritech Corporation on Form S-8 (File No. 33-49036), and (ii) the
registration statement of The Dun & Bradstreet Corporation on Form S-8 (File
No.33-49060), of our report dated June 22, 1998 on our audits of the financial
statements of the DonTech Profit Participation Plan as of December 31, 1997 and
1996 and for the year ended December 31, 1997, which report is included in this
annual report on Form 11-K.
Coopers & Lybrand L.L.P
New York, New York
June 22, 1998
2
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
INDEX TO FINANCIAL STATEMENTS
Pages F-
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits as of
December 31, 1997 and 1996 3-4
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997 5
Notes to Financial Statements 6-11
F-1
<PAGE>
-----------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of The Board of Directors of AM-DON GENERAL
PARTNERSHIP:
We have audited the accompanying statements of net assets available for plan
benefits of the DONTECH PROFIT PARTICIPATION PLAN (the "Plan") as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statements
of net assets available for plan benefits as of December 31, 1997 and 1996 and
the statement of changes in net assets available for plan benefits for the year
ended December 31, 1997 is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The fund information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P
New York, New York
June 22, 1998
F-2
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN OF
DONTECH
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
As of December 31, 1997
(Dollars in Thousands)
FUND INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Fund
-------------------------------
Dun & Dun %
Bradstreet Bradstreet Ameritech Special Mid & Small International Balanced
Equity Legacy Common Common Fixed Equity Equity Equity
Index Stock Stock Stock Income Index Index Index Loan
ASSETS Total Fund Fund Fund Fund Fund Fund Fund Fund Account
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments in Group Trust, $41,490 $14,054 $4,394 $898 $3,047 $15,774 $700 $732 $930 $961
at fair value
Accrued interest receivable on 6 2 1 0 1 2 0 0 0 0
participant loans
Interfund receivable (payable) 0 119 (1) (24) (32) (71) 5 (3) 7 0
Contributions receivable:
Employer 50 21 (1) 8 3 1 3 12 3 0
Participants 169 81 5 41 18 5 7 6 6 0
-------- ------- ------ ---- ------ ------- ---- ---- ---- ----
Net assets available for $41,715 $14,277 $4,398 $923 $3,037 $15,711 $715 $747 $946 $961
plan benefits ======== ======= ====== ==== ====== ======= ==== ==== ==== ====
The accompanying notes are an integral part of the financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN OF
DONTECH
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
As of December 31, 1996
(Dollars in Thousands)
FUND INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Fund
-------------------------------
Dun & Dun %
Bradstreet Bradstreet Ameritech Special Long Term Mid & Small International
Equity Legacy Common Common Fixed Bond Equity Equity
Index Stock Stock Stock Income Index Index Index Loan
ASSETS Total Fund Fund Fund Fund Fund Fund Fund Fund Account
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments in Group Trust, at $35,900 $10,216 $3,968 $141 $2,319 $17,400 $907 $ - $ - $949
Accrued interest receivable on 5 2 1 0 1 1 0 0 0 0
participant loans
Interfund receivable (payable) 0 0 (107) 32 (54) 179 (541) 293 198 0
Contributions
receivable:
Employer 129 49 0 21 18 34 5 1 1 0
Participants 168 70 2 43 12 38 2 1 0 0
------- ------- ------ ---- ------ ------- ---- ---- ---- ----
Net assets available for
plan benefits $36,202 $10,337 $3,864 $237 $2,296 $17,652 $373 $295 $199 $949
======= ======= ====== ==== ====== ======= ==== ==== ==== ====
The accompanying notes are an integral part of the financial statements.
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN OF
DONTECH
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1997
(Dollars in Thousands)
FUND INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Fund
------------------------------
Dun & Dun &
Bradstreet Bradstreet Ameritech Special Long Term Mid&Small Int'l Balanced
Equity Legacy Common Common Fixed Bond Equity Equity Equity
Index Stock Stock Stock Income Index Index Index Index Loan
Total Fund Fund Fund Fund Fund Fund Fund Fund Fund Account
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Allocated income in Group $6,688 $3,220 $1,170 $145 $ 807 $ 1,110 $ 6 $ 53 $ (8) $111 $ 74
Trust
Accrued interest receivable 6 2 1 0 1 2 0 0 0 0 0
on participant loans
Contributions received:
Employer 842 364 (7) 111 105 173 (2) 37 28 33 0
Participants 2,525 1,095 5 309 308 484 4 128 102 90 0
Participant loan repayments 0 169 4 56 60 142 0 6 3 10 (450)
Benefits paid to participants (4,425) (898) (262) (29) (226) (2,978) (8) (6) (11) (7) 0
Loans to participants (123) (232) (39) (11) (52) (159) 0 (2) (1) (15) 388
Interfund transfers 0 220 (338) 105 (262) (715) (373) 204 435 724 0
------- ------- ------ ---- ------ ------ ---- ---- ---- ---- ----
Net increase (decrease) for 5,513 3,940 534 686 741 (1,941) (373) 420 548 946 12
the year ------- ------- ------ ---- ------ ------ ---- ---- ---- ---- ----
Net assets available for plan
benefits, as of January 1,
1997 36,202 10,337 3,864 237 2,296 17,652 373 295 199 0 949
------- ------- ------ ---- ------ ------ ---- ---- ---- ---- ----
Net assets available for plan
benefits, as of December 31,
1997 $41,715 $14,277 $4,398 $923 $3,037 $15,711 $ - $715 $747 $946 $961
======= ======= ====== ==== ====== ======= ==== ==== ==== ===== ====
The accompanying notes are an integral part of the financial statements.
F-5
</TABLE>
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Master Trust AM-DON, a general partnership between The Reuben H. Donnelley
Corporation and Ameritech Publishing of Illinois, Inc. doing business under the
name DonTech ("DonTech" or "Company"), has adopted the DonTech Profit
Participation Plan (the "Plan") for the benefit of its eligible associates. The
assets of the Plan are commingled for investment purposes with the assets of
The Profit Participation Plan of The Dun & Bradstreet Corporation in the Dun &
Bradstreet Defined Contribution Plan Group Trust (the "Group Trust"), a master
trust established between The Dun & Bradstreet Corporation and Bankers Trust
Company (the "Trustee"). The Plan's investment in the Group Trust is based on
its relative interest in the fair value of the assets held in the Group Trust.
Investment income, gains and losses on sales of investments and net
appreciation/depreciation in the fair value of investments are allocated to the
Plan based upon its relative investment balances at fair value during the
valuation period.
Contributions Contributions by participating employees ("participants") are
recorded in the period payroll deductions are made. Contributions by DonTech
are based upon amounts required to be funded under the provisions of the Plan.
Payment of Benefits Benefits are recorded when paid.
Liabilities of $322,050 and $478,700 for the years ended December 31, 1997 and
1996, respectively, relating to participants who have elected to withdraw from
the Plan but have not yet been paid, have been reflected on Form 5500. The
difference between benefits paid to participants reported in the Statement of
Changes in Net Assets Available for Plan Benefits and Form 5500 for the
year ended December 31, 1997 amounted to $156,650.
Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
significant estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
Risks and Uncertainties The Plan provides for various investment options in
any combination of stocks, bonds, fixed income securities, mutual funds, and
other investment securities. Certain investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants' account balances and the amounts reported in the Statement
of Net Assets Available for Plan Benefits and the Statement of Changes in Net
Assets Available for Plan Benefits.
Plan Termination While DonTech has not expressed any intent to discontinue
its contributions or to terminate the Plan, it is free to do so at any time
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the Internal Revenue Code of 1976, as amended
("the Code"), which state that, in such event, all participants of the Plan
shall be fully vested in the amounts credited to their accounts.
Note 2. Plan Description
The following summary of major Plan provisions in effect for the Plan year is
provided for general information purposes only. Participants should refer to
the Plan document for more complete information.
F-6
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
The Plan is a defined contribution plan and is subject to the provisions of
ERISA.
Full time associates of the Company are immediately eligible on their date of
hire. Associates of DonTech who work at least one thousand hours during the
consecutive twelve-month period following employment, or in any calendar year
thereafter, are eligible to participate in the Plan on the following January 1
or July 1.
Participants contribute to the basic Plan by authorizing payroll deductions
equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in
the Plan. DonTech makes matching contributions equal to a minimum of 50% of
aggregate participant contributions. If the average increase in DonTech's net
income, as defined in the Plan, for any Plan year and the immediately preceding
Plan year is greater than 5%, DonTech contributes an additional percentage of
the aggregate participant contributions.
Participants also may make additional contributions (which are not eligible for
company matching contributions) under an Investment Plan addendum to the basic
Plan.
Participants are not permitted to invest more than 50% of their account balance
or contributions in the Dun & Bradstreet Common Stock Fund and Ameritech Common
Stock Fund (together, "the Company Stock Fund"). Contributions, transfers,
reallocations of actual balances into the Company Stock Fund will be invested
50% in Ameritech Common Stock and 50% in Dun & Bradstreet Common Stock.
Participants are able to reallocate their entire account balances in multiples
of 10% among the Plan's eight investment funds, subject to the 50% maximum for
the Company Stock Fund.
Participants' contributions under the basic Plan and additional contributions
under the Investment Plan may be made in the form of contributions from
after-tax earnings and/or contributions from before-tax earnings, which have
the effect of reducing current taxable earnings for federal income tax
purposes. A participant's aggregate contributions may not exceed 16% of the
participant's creditable compensation (up to 6% in contributions under the basic
Plan and up to 10% in contributions under the Investment Plan) subject to an
overall limit on before-tax contributions imposed by the Code. For 1997, the
Code limit on before-tax contribution was $9,500.
To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"),
the Plan limits maximum covered compensation as defined by the Secretary of the
Treasury. The maximum covered compensation for purposes of determining
participant and Company contributions under the Plan for 1997 was $160,000.
Additionally, the Plan provides for graduated vesting in the value of Company
contributions to a participant's Plan account over a three year period
beginning on the member's initial employment date with the Company. In
addition, a participant becomes 100% vested in the value Company contributions
immediately upon attainment of age 65 or if he or she becomes totally and
permanently disabled or dies.
Upon termination of service with DonTech, participants become eligible for a
lump sum distribution of the vested portion of their account balance. Retired
and terminated participants who have an account balance in excess of $3,500 may
elect various forms of deferred distribution.
Participants may obtain loans from the Plan, which are secured by the vested
balance in their accounts. The Plan limits the total number and amount of loans
outstanding at any time for each participant. Interest rates applicable to Plan
loans are commensurate with prevailing rates of interest charged on similar
commercial loans determined in the marketplace plus 2%. The total number of
participants with outstanding loans at December 31, 1997 was 201.
F-7
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Amounts forfeited by nonvested or partially vested participants who terminated
during the year ended December 31, 1997 totaled $19,756. Forfeited amounts
reduce future DonTech contributions.
Note 3. Investment Funds
Participants of the Plan can elect to have amounts credited to their Plan
accounts invested in one or more of eight investment funds: an Equity Index
Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock
Fund, an Ameritech Common Stock Fund, a Special Fixed Income Fund, a Balanced
Equity Index Fund, a Mid & Small Equity Index Fund and an International Equity
Index Fund.
The Equity Index Fund is a fund invested in the common stock of companies
included in the Standard & Poor's 500 Stock Index (S&P 500); the number of
participants at December 31, 1997 was 365. The Dun & Bradstreet Legacy Stock
fund consists of shares of common stock of The Dun & Bradstreet Corporation,
ACNielsen Corporation and Cognizant Corporation; the number of participants at
December 31, 1997 was 197. The Dun & Bradstreet Common Stock Fund is a fund
invested in the common stock of The Dun & Bradstreet Corporation; the number of
participants at December 31, 1997 was 289. The Ameritech Common Stock Fund is a
fund invested in the common stock of Ameritech Corporation; the number of
participants at December 31, 1997 was 289. The Special Fixed Income Fund is a
fund invested in group insurance contracts (GICs) with one or more insurance
companies and/or financial institutions selected by The Dun & Bradstreet
Corporation; the number of participants at December 31, 1997 was 467. The
insurance companies and/or financial institutions contract to repay both
principle and a specific rate of return, depending on market conditions when
the contract is negotiated, and the length of the contract. The Balanced Equity
Index fund is invested in the common stock of companies included in the
Standard & Poor's 500 Stock Index (S&P 500) and long term bonds; the number of
participants at December 31, 1997 was 86. The Mid & Small Equity Index Fund is
a fund invested in common stocks in the U.S. equity market that are not
included in the S&P 500; the number of participants at December 31, 1997 was
97. The International Equity Index Fund is a fund invested in a portfolio of
securities traded outside the U.S. Investment selections are based on the
Europe, Australia and Far East Index; the number of participants at December
31, 1997 was 104.
The Balanced Equity Fund replaced the BZW Long-Term Bond Index Fund after
December 31, 1996. Participants who had investments within the BZW Long-Term
Bond Index Fund were allowed to transfer their assets to the remaining funds or
have their assets transferred into the Balanced Equity Fund automatically.
Contributions received from participants and from DonTech are temporarily
invested in Bankers Trust Company Short-Term Investment Fund, pending
investment into the funds.
Investments of the Special Fixed Income Fund consist entirely of investment
contracts with insurance companies which represents a concentration of credit
risk. However, the Plan does not anticipate nonperformance by the insurance
companies.
Note 4. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated January 31, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Code. The Plan has been amended
since receiving the determination letter. However, the Plan administrator and
the Plan's counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code.
F-8
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investment in Group Trust
The investment reflected in the Statement of Net Assets Available for Plan
Benefits represents the Plan's share of total assets in the Group Trust which
is 4.5% and 4.2% at December 31, 1997,and 1996 respectively. Assets at fair
value in the Group Trust are summarized as follows (in thousands):
December 31,
1997 1996
BZW Barclays Equity Index Fund $364,313* $326,028*
The Dun & Bradstreet Corporation Common Stock 21,114 1,625
Ameritech Corporation Common Stock 3,011 2,274
Legacy Common Stock Fund 107,651* 122,915*
New York Life Annuity Contract 32,272 42,764
John Hancock Annuity Contract 37,562 93,875*
Principal Mutual Annuity Contract 64,064* 181,514*
MetLife Annuity Contract 100,428* 87,211*
Cigna Annuity Contract 52,150* 0
Trans American Annuity Contract 21,663 0
BZW Barclays Long-Term Bond Index Fund 0 37,865
BGI Balanced Equity Fund 27,481 0
BGI Internatonal Equity Fund 18,371 0
BGI Mid & Small Cap Fund 31,096 0
Loan Account 18,304 28,139
Bankers Trust Short-Term Investment Fund 13,074 1,407
-------- ---------
Total Investments $912,554 $862,620
Accrued interest and dividends 1,797 1,530
--------- ---------
Total assets in Group Trust $914,351 $864,150
========= =========
* These investments represented 5% or more of total Plan assets.
F-9
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments in Group Trust (Cont.)
The Group Trust's investments had the following income during 1997 (in
thousands):
Net Appreciation
Investments, at fair value as determined by quoted market prices:
BGI Barclays Equity Index Fund $90,545
The Dun & Bradstreet Corporation Common Stock 3,084
Ameritech Corporation Common Stock 719
Legacy Common Stock 28,570
BGI Balanced Equity Index Fund 3,553
BGI Mid & Small Cap Fund 3,912
BGI International Equity Fund (230)
BGI Barclays Long-Term Bond Index Fund (63)
---------
Total net appreciation $130,090
Investment Income ---------
Interest $ 26,183
Dividends 1,886
---------
Total Investment Income 28,069
---------
Group Trust Income $158,159
=========
The Plan's allocated income in the Group Trust represents its participating
share throughout the year ended December 31, 1997.
Investments in securities are included at fair value. The fair value of
investments is determined utilizing the applicable December 31 closing sales
prices as quoted in published financial sources.
Investments in the Bankers Trust Company Short-Term Investment Fund, the BZW
Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are
valued at the applicable December 31 redemption prices reported by the managers
of the funds.
Investments under The New York Life Insurance Company, John Hancock Mutual Life
Insurance Company, Metropolitan Life Insurance Company and the Principal Mutual
Life Insurance Company investment contracts do not participate directly in
market appreciation or depreciation. Such investments are stated at contract
value which approximates fair value and which represents the aggregate amount
of accumulated contributions into the account and interest earned thereon, less
accumulated distributions.
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis. Purchases and sales of securities
are recorded on the trade date.
The net appreciation in the fair value of the Group Trust's investments
consists of realized gains and losses and the unrealized appreciation on those
investments for the year.
F-10
<PAGE>
Note 6. Plan Expenses
Transaction and investment manager fees relating to investments in the "Company
Stock Fund", Equity Index Fund, and BZW Barclays Long-Term Bond Index Fund are
charged against Plan assets. Trustee fees and other expenses of administering
the Plan are borne by DonTech.
Note 7. Subsequent Events
During May 1998, the Plan changed its trustee from Bankers Trust Company to
Northern Trust.
On May 11, 1998, Ameritech jointly announced with SBC Communications Inc.
("SBC") a definitive agreement to merge an SBC subsidiary, SBC Delaware, Inc.,
with Ameritech in a transaction in which each share of Ameritech common stock
(other than shares owned by Ameritech, SBC or their respective subsidiaries)
will be converted into and exchanged for 1.316 shares of SBC common stock.
After the merger, which is subject to the satisfaction of certain conditions
and regulatory approvals as well as approval by shareowners of each company,
Ameritech will be a wholly owned subsidiary of SBC.
The definitive merger agreement provides for the conversion, at the effective
date of the merger, of shares of Ameritech common stock held by the Plan into
shares of SBC common stock, by multiplying the Ameritech shares by the exchange
ratio.
F-11
