<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NOS. 33-60067
AND 333-43179
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 7, 1998
$1,750,000,000
AMERITECH CAPITAL FUNDING CORPORATION
$400,000,000 5.65% NOTES DUE JANUARY 15, 2001
$400,000,000 6.15% NOTES DUE JANUARY 15, 2008
$300,000,000 6.45% DEBENTURES DUE JANUARY 15, 2018
$400,000,000 6.55% DEBENTURES DUE JANUARY 15, 2028
$250,000,000 5.95% DEBENTURES DUE JANUARY 15, 2038
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY
AMERITECH CORPORATION
--------------
Interest on the 5.65% Notes due 2001, the 6.15% Notes due 2008, the 6.45%
Debentures due 2018, the 6.55% Debentures due 2028 and the 5.95% Debentures
due 2038 (collectively, the "Securities") is payable on January 15 and July 15
of each year, commencing July 15, 1998. See "Certain Terms of the Securities--
General".
The Securities will not be redeemable at the option of the Company prior to
maturity. The holder of each 5.95% Debenture due 2038 may elect to have such
Debenture, or any portion of the principal amount thereof that is a multiple
of $1,000, repaid on January 15, 2005 at 100% of the principal amount thereof,
together with accrued interest to January 15, 2005. See "Certain Terms of the
Securities--Optional Repayment".
Each series of Securities will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust
Company, as Depository. Ownership of beneficial interests in the global
securities will be shown on, and the transfer thereof will be effected only
through, records maintained by the Depository or its nominee for such global
securities and on the records of participants. Except as otherwise described
under "Certain Terms of the Securities--Book-Entry Procedures" below or
"Description of Debt Securities--Global Securities" in the accompanying
Prospectus, owners of beneficial interests in the global securities will not
be entitled to receive Securities in definitive form and will not be
considered the holders thereof. Settlement for the Securities will be made in
immediately available funds. The Securities will trade in the Depository's
Same-Day Funds Settlement System and secondary market trading activity for the
Securities will therefore settle in immediately available funds. See "Certain
Terms of the Securities--Settlement and Payment".
--------------
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 SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
PROCEEDS TO
INITIAL PUBLIC UNDERWRITING CAPITAL
OFFERING PRICE(1) DISCOUNT(2) FUNDING(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per 5.65% Note due 2001........... 99.941% .350% 99.591%
Total.......................... $399,764,000 $1,400,000 $398,364,000
Per 6.15% Note due 2008........... 99.836% .650% 99.186%
Total.......................... $399,344,000 $2,600,000 $396,744,000
Per 6.45% Debenture due 2018...... 99.476% .875% 98.601%
Total.......................... $298,428,000 $2,625,000 $295,803,000
Per 6.55% Debenture due 2028...... 99.387% .875% 98.512%
Total.......................... $397,548,000 $3,500,000 $394,048,000
Per 5.95% Debenture due 2038...... 99.976% .625% 99.351%
Total.......................... $249,940,000 $1,562,500 $248,377,500
</TABLE>
- -------
(1) Plus accrued interest, if any, from January 21, 1998.
(2) Capital Funding and Ameritech have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. See "Underwriting".
(3) Before deducting estimated expenses of $1,230,000 payable by Capital
Funding.
--------------
The Securities offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Securities will be distributed through the facilities of The Depository Trust
Company, New York, New York, on or about January 21, 1998 against payment
therefor in immediately available funds.
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
BANCAMERICA ROBERTSON STEPHENS
CITICORP SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
--------------
The date of this Prospectus Supplement is January 15, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
This Prospectus Supplement and the accompanying Prospectus contain certain
forward-looking statements that involve potential risks and uncertainties.
Future results could differ materially from those discussed here. Some of the
factors that could cause or contribute to such differences include: changes in
economic and market conditions, effects of state and federal regulation, risks
inherent in international operations and the impact of new technologies. Undue
reliance should not be placed on these forward-looking statements, which are
applicable only as of January 15, 1998.
RECENT DEVELOPMENTS
RECENT FINANCIAL RESULTS
On January 13, 1998, Ameritech Corporation ("Ameritech") announced revenues
of $16.0 billion for the year ended December 31, 1997, an increase of 7.2%
from revenues of $14.92 billion in 1996. Net income for the same period
increased by 7.6% to $2.3 billion, compared with $2.13 billion in 1996. Long-
term debt and shareowners' equity at December 31, 1997 increased to $4.61
billion and $8.31 billion, respectively, from $4.44 billion and $7.69 billion,
respectively, at December 31, 1996. For further information, see Ameritech's
Current Report on Form 8-K, dated January 13, 1998, incorporated herein by
reference, and "Financial Information of Ameritech" in this Prospectus
Supplement.
STRATEGIC PARTNERSHIP WITH TELE DANMARK A/S
On October 27, 1997, Ameritech agreed to invest approximately $3.2 billion
as a strategic partner in Tele Danmark A/S ("Tele Danmark"), the national
communications provider in Denmark. Through a two-step transaction, Ameritech
intends to acquire approximately 42% of Tele Danmark's stock and nominate six
directors to Tele Danmark's 12-member board of directors. In the first step,
Ameritech purchased, on January 12, 1998, a 34.4% equity stake in Tele Danmark
(4.5 million Tele Danmark "A" shares, equivalent to 45 million "B" shares)
from the Kingdom of Denmark (the "Kingdom"). Following this investment, Tele
Danmark intends, during the first half of 1998, to expend approximately 10
billion Kroner to repurchase all of the remaining shares held by the Kingdom,
thereby raising Ameritech's investment stake to approximately 42% of the
outstanding capital stock. In the event that the 10 billion Kroner expenditure
is insufficient to purchase 100% of the remaining shares held by the Kingdom
and Tele Danmark does not increase the amount it intends to expend to
accomplish the repurchase above the 10 billion Kroner approved by Tele
Danmark's board, Ameritech has a right to purchase additional shares from the
Kingdom, at a price based on average closing prices, sufficient to increase
its ownership percentage in Tele Danmark to approximately 42%. Ameritech
expects its acquisition of Tele Danmark stock and nomination of directors to
be completed in January of 1998, pending approval of Tele Danmark's
shareowners. American Depositary Shares, each representing one-half of a Tele
Danmark "B" share, are listed on the New York Stock Exchange under the symbol
"TLD".
ACQUISITIONS OF SECURITY MONITORING ASSETS
In October 1997, SecurityLink from Ameritech, Inc. (formerly known as
Ameritech Monitoring Services, Inc.), a wholly owned subsidiary of Ameritech
("SecurityLink"), acquired the security monitoring assets of Republic Security
Company Holdings, a subsidiary of Republic Industries, Inc., and the security
monitoring assets of Rollins Protective Services, a division of Rollins, Inc.
The aggregate purchase price for these two transactions was approximately $800
million. 1996 revenues for these businesses aggregated approximately $150
million. SecurityLink currently has approximately one million customers.
S-2
<PAGE>
On December 30, 1997, the U.S. Court of Appeals for the District of Columbia
Circuit (the "D.C. Circuit Court") remanded to the Federal Communications
Commission (the "FCC") a case involving a claim that the purchase of security
monitoring assets of another company by SecurityLink violated a provision of
the Telecommunications Act of 1996 (the "Act"). The FCC had previously ruled
that the transaction was permissible under the Act. On remand, the D.C.
Circuit Court directed the FCC to resolve an ambiguity in the statute. In
addition to the case on remand, three similar challenges to transactions
involving purchases of security monitoring assets by SecurityLink are
currently pending before the FCC.
PROPOSED SALE OF TELECOM CORPORATION OF NEW ZEALAND LIMITED SHARES
On December 22, 1997, Ameritech announced that it intends to make a public
sale of its shares in Telecom Corporation of New Zealand Limited ("Telecom New
Zealand"). As of January 15, 1998, Ameritech's 24.95% ownership in Telecom New
Zealand (437,080,670 ordinary shares) had a market value of approximately
$1.94 billion. Ameritech and Bell Atlantic Corporation own approximately 50%
of the outstanding shares of Telecom New Zealand. Ameritech's offering of
Telecom New Zealand shares is expected to take place in the first half of
1998. American Depositary Shares, each representing 8 ordinary shares, are
listed on the New York Stock Exchange under the symbol "NZT".
COMPETITION AND THE TELECOMMUNICATIONS ACT OF 1996
In furtherance of Ameritech's plan to capture the full potential of the
communications industry and the supporting provisions of the Act, Ameritech
has taken several key steps toward fostering a fully competitive market.
Ameritech has made its network available for use by Ameritech's competitors at
unbundled cost-based prices and at bundled prices representing discounts from
established retail levels. Additionally, Ameritech has entered into nearly 150
interconnection agreements with other local communications carriers,
indicating a growing wholesale business. These efforts and the growing
presence of competition in Ameritech's region provided the basis for
Ameritech's request to enter the interLATA long distance market in Michigan.
In August 1997, the FCC denied Ameritech's application to provide long
distance service in Michigan, stating in its order that Ameritech failed to
meet three of the requirements included in the 14-point competitive checklist
contained in the Act. The order set forth various actions that Ameritech must
take in order to demonstrate compliance with the checklist, and Ameritech is
working with the FCC and the Michigan Public Service Commission to determine
the technical feasibility of these requirements. Ameritech is currently unable
to determine the timing of its next filing for interLATA authority, but
Ameritech continues to make progress toward bringing the benefits of full
service to its customers.
In July 1997, the U.S. Court of Appeals for the Eighth Circuit (the "Eighth
Circuit Court") struck down several provisions of an August 1996 FCC order
designed to implement the interconnection provisions of the Act. The Eighth
Circuit Court ruled that:
. the FCC's pricing guidelines intrude upon the rights of state commissions
to implement key elements of the Act;
. the FCC lacks jurisdiction to review state commission decisions regarding
interconnection agreements between incumbent local exchange carriers
("LECs") and their competitors;
. the FCC's rule that would allow requesting carriers to pick and choose
among individual provisions of other interconnection agreements does not
promote negotiated agreements and is unreasonable;
. LECs must provide unbundled network elements in a manner that allows
competing carriers to combine them, but LECs need not actually combine
the elements; and
. the Act does not require incumbent LECs to provide competitors with
superior quality connections.
S-3
<PAGE>
The Eighth Circuit Court upheld the FCC's interpretation of "network element"
to include operations support systems and certain other services. It did not
rule on the LECs' claims regarding infringement of intellectual property
rights and Fifth Amendment confiscation.
In August 1997, the FCC issued a Third Reconsideration Order in its August
1996 Local Competition Order, requiring incumbent LECs to provide "shared
transport" at cost-based rates. In October 1997, Ameritech and others appealed
this order. The matter has been briefed before the Eighth Circuit Court.
In October 1997, the Eighth Circuit Court overturned an FCC ruling that
required Ameritech and other incumbent LECs to resell bundled network services
at unbundled discounted rates. As a result of the Eighth Circuit Court's
decision, if new entrants to the local exchange market wish to purchase
network elements at unbundled discounted prices, they must recombine the
elements themselves. The FCC and a number of long distance carriers have
sought review of the Eighth Circuit Court's July and October rulings by the
United States Supreme Court. Ameritech and other LECs have opposed such
review, and have filed conditional cross petitions. Ameritech does not believe
that these appeals will result in delays to Ameritech's entry into the long
distance market.
SBC Communications Inc. ("SBC") and US West Communications, Inc. ("US West")
challenged the constitutionality of certain provisions of the Act in a lawsuit
filed in federal district court in Texas. The challenge alleges, in part, that
the provisions restricting the regional bell operating companies from entry
into the long distance business within their regions are unconstitutional. On
December 31, 1997, the United States District Court for the Northern District
of Texas (the "Texas District Court") ruled in favor of SBC and US West,
holding that the challenged provisions of the Act are unconstitutional.
Ameritech filed a motion to intervene in this proceeding which was denied by
the Texas District Court on January 7, 1998. The United States government and
others have moved for a stay of the ruling which, if granted, would suspend
its effect pending an appeal. Ameritech expects that the Texas District Court
decision will, in fact, be appealed. On January 13, 1998, BellSouth
Telecommunications, Inc. brought a similar action in the D.C. Circuit Court
challenging the constitutionality of many of the same provisions of the Act.
If the Texas District Court decision is appealed, two federal appeals courts
will be deciding the constitutionality of the provisions of the Act
specifically applicable to the regional bell operating companies. Any conflict
between the rulings of these appeals courts as to these issues increases the
likelihood that the matter will be decided by the United States Supreme Court.
STOCK REPURCHASE PROGRAM
On December 17, 1997, the Ameritech board of directors authorized a stock
repurchase plan. Under the plan, Ameritech is authorized to buy up to $2
billion of its shares from time to time, starting in January 1998.
USE OF PROCEEDS
Ameritech Capital Funding Corporation ("Capital Funding") intends to use the
net proceeds from the sale of the Securities (i) to refund, in part,
outstanding commercial paper issued by Capital Funding at market rates, which
may include commercial paper issued in connection with Ameritech's anticipated
acquisition of an equity interest in Tele Danmark, or (ii) to lend net
proceeds from the sale of the Securities to Ameritech. Ameritech intends to
use any net proceeds received from Capital Funding to refund outstanding
commercial paper issued by Ameritech at market rates or for other general
corporate purposes.
S-4
<PAGE>
FINANCIAL INFORMATION OF AMERITECH
The following summary information is qualified in its entirety by the
information and financial statements contained or incorporated herein or in
the accompanying Prospectus.
SUMMARY CAPITALIZATION TABLE
(AS OF SEPTEMBER 30, 1997)
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA AS ADJUSTED
-------------------------
BEFORE AFTER
ACTUAL OFFERING (1) OFFERING (2)
------- ------------ ------------
<S> <C> <C> <C>
Current liabilities........................... $ 3,853 $ 3,853 $ 3,853
======= ======= =======
Debt maturing within one year................. $ 3,583 $ 6,783 $ 5,033
Long-term debt................................ 4,065 4,715 6,465
Shareowners' equity........................... 7,998 7,998 7,998
------- ------- -------
Total capitalization.......................... $15,646 $19,496 $19,496
======= ======= =======
</TABLE>
- --------
(1) Pro forma adjustments include the issuance of $650 million of long-term
debt in October 1997 to fund security monitoring asset acquisitions and
the $3.2 billion of short-term debt anticipated to fund Ameritech's
purchase of an equity interest in Tele Danmark. See "Recent Developments".
(2) After offering amounts give effect to the sale of $1.75 billion in long-
term debt offered by Capital Funding hereby. See "Use of Proceeds".
S-5
<PAGE>
INCOME STATEMENT DATA
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------- -----------------
1996 1995 1994 1997 1996
---------- ---------- ---------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.................. $ 14,917 $ 13,428 $ 12,569 $ 11,851 $ 11,033
========== ========== ========== ======== ========
Operating expenses
Employee-related ex-
penses................. 3,711 3,623 3,612 2,956 2,819
Depreciation and amorti-
zation................. 2,365 2,177 2,205 1,850 1,764
Other operating ex-
penses................. 4,743 3,911 3,418 3,677 3,368
Restructuring (credits)
charges................ -- (134) 728 -- --
Taxes other than income
taxes.................. 593 548 577 453 441
---------- ---------- ---------- -------- --------
11,412 10,125 10,540 8,936 8,392
---------- ---------- ---------- -------- --------
Operating income.......... 3,505 3,303 2,029 2,915 2,641
Interest expense.......... 514 469 435 371 382
Other income, net......... 326 260 147 178 198
---------- ---------- ---------- -------- --------
Income before income taxes
and
extraordinary item....... 3,317 3,094 1,741 2,722 2,457
Income taxes.............. 1,183 1,086 571 1,036 893
---------- ---------- ---------- -------- --------
Income before extraordi-
nary item................ 2,134 2,008 1,170 1,686 1,564
Extraordinary item........ -- -- (2,234) -- --
---------- ---------- ---------- -------- --------
Net income (loss)......... $ 2,134 $ 2,008 $ (1,064) $ 1,686 $ 1,564
========== ========== ========== ======== ========
</TABLE>
BALANCE SHEET DATA
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
AS OF DECEMBER AS OF
31, SEPTEMBER 30,
1996 1995 1997
------- ------- -------------
(UNAUDITED)
ASSETS
<S> <C> <C> <C>
Current assets.............. $ 3,799 $ 3,452 $ 4,525
Property, plant and equip-
ment....................... 32,292 30,874 33,578
Less, accumulated depreci-
ation.................... 18,785 17,417 19,992
------- ------- -------
13,507 13,457 13,586
------- ------- -------
Investments, primarily in-
ternational................ 2,323 1,497 1,924
------- ------- -------
Other assets and deferred
charges.................... 4,078 3,536 4,531
------- ------- -------
Total assets............ $23,707 $21,942 $24,566
======= ======= =======
<CAPTION>
LIABILITIES AND SHAREOWNERS'
EQUITY
<S> <C> <C> <C>
Current liabilities
Debt maturing within one
year..................... $ 3,155 $ 2,138 $ 3,583
Accounts payable and oth-
er....................... 3,677 3,623 3,853
------- ------- -------
6,832 5,761 7,436
------- ------- -------
Long-term debt.............. 4,437 4,513 4,065
------- ------- -------
Deferred credits and other
long-term liabilities...... 4,751 4,653 5,067
------- ------- -------
Shareowners' equity......... 7,687 7,015 7,998
------- ------- -------
Total liabilities and
shareowners' equity.... $23,707 $21,942 $24,566
======= ======= =======
</TABLE>
S-6
<PAGE>
CERTAIN TERMS OF THE SECURITIES
The Securities are to be issued under an Indenture, dated as of October 1,
1997 (the "Indenture"), among Ameritech, Capital Funding and Bank One, NA
(successor to Harris Trust and Savings Bank), as trustee (the "Trustee"). The
following summaries of certain provisions of the Indenture and the Securities
offered hereby (referred to in the accompanying Prospectus as "Debt
Securities" and "Offered Debt Securities") supplement, and to the extent
inconsistent therewith replace, the description of the general terms and
provisions of the Debt Securities set forth in the Prospectus, to which
description reference is hereby made. The following summaries do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Indenture and the Securities.
Capitalized terms used but not defined herein or in the Prospectus shall have
the meanings given to them in the Indenture.
GENERAL
The Securities will represent unsecured and unsubordinated obligations of
Capital Funding and will rank on a parity with all other unsecured and
unsubordinated indebtedness of Capital Funding. The Securities are
unconditionally guaranteed as to payment of principal and interest by
Ameritech, the sole stockholder of Capital Funding.
The 5.65% Notes due 2001 will be limited to $400,000,000 aggregate principal
amount and will mature on January 15, 2001; the 6.15% Notes due 2008 will be
limited to $400,000,000 aggregate principal amount and will mature on January
15, 2008; the 6.45% Debentures due 2018 will be limited to $300,000,000
aggregate principal amount and will mature on January 15, 2018; the 6.55%
Debentures due 2028 will be limited to $400,000,000 aggregate principal amount
and will mature on January 15, 2028; and the 5.95% Debentures due 2038 will be
limited to $250,000,000 aggregate principal amount and will mature on January
15, 2038. The Securities will bear interest at the respective annual interest
rates shown on the cover page of this Prospectus Supplement from January 21,
1998 or from the most recent date on which interest has been paid or provided
for, payable semi-annually on January 15 and July 15 of each year (each an
"Interest Payment Date"), commencing on July 15, 1998, to the persons in whose
names such Securities were registered at the close of business on the next
preceding January 1 and July 1, respectively (each a "Regular Record Date").
Until the Securities are paid or payment thereof is duly provided for,
Capital Funding will, at all times, maintain a paying agent (the "Paying
Agent") in the United States capable of performing the duties described herein
to be performed by the Paying Agent. Capital Funding has initially appointed
the Trustee, 100 East Broad Street, Columbus, Ohio 43271-0181, as the Paying
Agent. Capital Funding will notify the Trustee and the holders of the
Securities, in accordance with the Indenture, of any change in the Paying
Agent or its address.
Any payment otherwise required to be made in respect of a Security on a date
that is not a Business Day for such Security need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on such date, and no additional interest shall accrue as a
result of such delayed payment.
The Securities are not subject to redemption prior to maturity at Capital
Funding's option and are not entitled to any sinking fund.
The Indenture does not contain covenants or other provisions designed to
afford holders of the Securities protection in the event of a highly leveraged
transaction, change in credit or other similar occurrence.
OPTIONAL REPAYMENT
The 5.95% Debentures due 2038 may be repaid on January 15, 2005, at the
option of the registered holders of the Debentures due 2038, at 100% of their
principal amount, together with
S-7
<PAGE>
accrued interest to January 15, 2005. In order for a holder to exercise this
option, Capital Funding must receive at its office or agency in New York, New
York, currently First Chicago Trust Company of New York, during the period
beginning on November 15, 2004 and ending at 5:00 p.m. (New York City time) on
December 15, 2004 (or, if December 15, 2004 is not a Business Day, the next
succeeding Business Day), the Debenture due 2038 with the form entitled "Option
to Elect Repayment on January 15, 2005" on the reverse of the Debenture due
2038 duly completed. Any such notice received by Capital Funding during the
period beginning on November 15, 2004 and ending at 5:00 p.m. (New York City
time) on December 15, 2004 shall be irrevocable. See "Book-Entry Procedures".
The repayment option may be exercised by the holder of a Debenture due 2038 for
less than the entire principal amount of the Debentures due 2038 held by such
holder, so long as the principal amount that is to be repaid is equal to $1,000
or an integral multiple of $1,000. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any Debenture due
2038 for repayment will be determined by Capital Funding, whose determination
will be final and binding.
As long as the Debentures due 2038 are represented by a Global Security, the
Depository's (as hereinafter defined) nominee will be the registered holder of
the Debentures due 2038 and therefore will be the only entity that can exercise
a right to repayment. See "Book-Entry Procedures".
BOOK-ENTRY PROCEDURES
Each series of Securities will be issued initially in the form of one or more
fully registered global securities which will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York (the "Depository"), and
registered in the name of the Depository's nominee. Except as set forth in the
Prospectus under "Description of Debt Securities and Guarantees--Global
Securities", the Securities will not be issuable in certificated form.
The Depository has advised Capital Funding and each of the underwriters named
below in the section entitled "Underwriting" (collectively, the
"Underwriters"), as follows: The Depository is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended. The Depository holds
securities that its participants ("Participants") deposit with the Depository.
The Depository also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations. The Depository is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. Access to the Depository's
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly. The
rules applicable to the Depository and its Participants are on file with the
Securities and Exchange Commission.
A further description of the Depository's procedures with respect to global
securities is set forth in the Prospectus under "Description of Debt Securities
and Guarantees--Global Securities".
SETTLEMENT AND PAYMENT
Settlement for the Securities will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by Capital
Funding in immediately available funds. The
S-8
<PAGE>
Securities will trade in the Depository's Same-Day Funds Settlement System
until maturity, and secondary market trading in the Securities will therefore
be required by the Depository to settle in immediately available funds.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
Capital Funding has agreed to sell to each of the Underwriters named below,
and each of the Underwriters has severally agreed to purchase, the principal
amount of Securities set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF
NOTES NOTES DEBENTURES DEBENTURES DEBENTURES
UNDERWRITER DUE 2001 DUE 2008 DUE 2018 DUE 2028 DUE 2038
- ----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Goldman, Sachs & Co..... $120,000,000 $120,000,000 $ 90,000,000 $120,000,000 $ 75,000,000
Lehman Brothers Inc..... 120,000,000 120,000,000 90,000,000 120,000,000 75,000,000
BancAmerica Robertson
Stephens............... 32,000,000 32,000,000 24,000,000 32,000,000 20,000,000
Citicorp Securities,
Inc.................... 32,000,000 32,000,000 24,000,000 32,000,000 20,000,000
First Chicago Capital
Markets, Inc........... 32,000,000 32,000,000 24,000,000 32,000,000 20,000,000
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated..... 32,000,000 32,000,000 24,000,000 32,000,000 20,000,000
Morgan Stanley & Co. In-
corporated............. 32,000,000 32,000,000 24,000,000 32,000,000 20,000,000
------------ ------------ ------------ ------------ ------------
Total ................ $400,000,000 $400,000,000 $300,000,000 $400,000,000 $250,000,000
============ ============ ============ ============ ============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters have committed to take and pay for all of the Securities, if any
are taken.
Capital Funding has been advised by the Underwriters that they propose to
offer the Securities in part directly to the public at the respective initial
public offering prices set forth on the cover page of this Prospectus
Supplement and in part to certain securities dealers at such prices less a
concession of 0.200% of the principal amount in the case of the Notes due
2001, 0.400% of the principal amount in the case of the Notes due 2008, 0.500%
of the principal amount in the case of the Debentures due 2018, 0.500% of the
principal amount in the case of the Debentures due 2028 and 0.375% of the
principal amount in the case of the Debentures due 2038. The Underwriters may
allow, and such dealers may reallow, a concession to certain brokers and
dealers not to exceed 0.125% of the principal amount of the Notes due 2001 and
not to exceed 0.200% of the principal amount of the other Securities. After
the Securities are released for sale to the public, the offering prices and
other selling terms may from time to time be varied by the representatives.
No series of Securities will have an established trading market when issued.
No series of Securities will be listed on any securities exchange. Each
Underwriter may make a market in one or more series of Securities, but such
Underwriter is not obligated to do so and may discontinue any market-making at
any time without notice. There can be no assurance that the Securities offered
hereby will be sold or that there will be a secondary market for any series of
Securities.
In connection with the offering, the Underwriters may purchase and sell the
Securities in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover short positions created by
the Underwriters in connection with the offering. Stabilizing
S-9
<PAGE>
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Securities; and short
positions created by the Underwriters involve the sale by the Underwriters of a
greater number of Securities than they are required to purchase from Capital
Funding in the offering. The Underwriters also may impose a penalty bid,
whereby selling concessions allowed to broker-dealers in respect of the
Securities sold in the offering may be reclaimed by the Underwriters if such
Securities are repurchased by the Underwriters in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Securities, which may be higher than the price that might
otherwise prevail in the open market; and these activities, if commenced, may
be discontinued at any time. These transactions may be effected in the over-
the-counter market or otherwise.
Each of the Underwriters and certain affiliates thereof engage or may in the
future engage in transactions with and perform services for each of Capital
Funding and Ameritech in the ordinary course of business.
Capital Funding and Ameritech have agreed to indemnify each Underwriter
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended.
S-10
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PRO-
SPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CRE-
ATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CAPITAL
FUNDING OR AMERITECH SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-----------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Developments........................................................ S-2
Use of Proceeds............................................................ S-4
Financial Information of Ameritech......................................... S-5
Certain Terms of the Securities............................................ S-7
Underwriting............................................................... S-9
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by
Reference................................................................. 2
Ameritech Corporation...................................................... 3
Ameritech Capital Funding Corporation...................................... 3
Ratio of Earnings to Fixed Charges of Ameritech............................ 3
Use of Proceeds............................................................ 3
Description of Debt Securities and
Guarantees................................................................ 4
Plan of Distribution....................................................... 15
Experts.................................................................... 16
Legal Opinions............................................................. 16
</TABLE>
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$1,750,000,000
AMERITECH CAPITAL
FUNDING CORPORATION
$400,000,000
5.65% NOTES DUE JANUARY 15, 2001
$400,000,000
6.15% NOTES DUE JANUARY 15, 2008
$300,000,000
6.45% DEBENTURES DUE JANUARY 15, 2018
$400,000,000
6.55% DEBENTURES DUE JANUARY 15, 2028
$250,000,000
5.95% DEBENTURES DUE JANUARY 15, 2038
UNCONDITIONALLY GUARANTEED AS TO
PAYMENT OF PRINCIPAL AND INTEREST BY
AMERITECH CORPORATION
-----------
LOGO
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GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
BANCAMERICA ROBERTSON STEPHENS
CITICORP SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
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