<PAGE>COVER
U. S. Securities And Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (date of earliest event reported): March 24, 1999
Commission File Number 1-8612
Ameritech Corporation
a Delaware Corporation
30 South Wacker Drive
Chicago, Illinois 60606
I.R.S. Employer Identification Number 36-3251481
Telephone number (800) 257-0902
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Item 5. Other Events.
Attached as an exhibit is a joint press release issued by Ameritech
Corporation and BCE Inc. on March 24, 1999 announcing a strategic partnership
in which Ameritech will invest approximately C $5.1 billion (U.S. $3.4
billion) for a 20% minority stake in Bell Canada.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99 Joint Press Release, dated March 24, 1999, issued by Ameritech
Corporation and BCE Inc.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: March 24, 1999
Ameritech Corporation
By: /s/ Deidra D. Gold
Deidra D. Gold
Secretary
[BCE LOGO] [AMERITECH LOGO]
Press Release
For immediate release
BCE AND AMERITECH FORM STRATEGIC PARTNERSHIP
TO ACCELERATE GROWTH
Ameritech to invest C $5.1 billion (US $3.4 billion) in Bell Canada
Toronto, Ontario (March 24, 1999) -- BCE Inc. (TSE: BCE) and
Ameritech Corporation (NYSE: AIT) today announced a
strategic partnership that will expand their growth
potential, deliver new services for customers, and further
position Bell Canada as a leader in the fast-changing global
communications industry.
Under terms of the partnership, Ameritech will invest
approximately C $5.1 billion (US $3.4 billion) for a 20%
minority stake in Bell Canada, a wholly-owned subsidiary of
BCE and Canada's premier communications company, which is
being reorganized to hold certain telecommunications assets
previously held by BCE. Following the investment, BCE will
retain 80% ownership of Bell Canada. The binding agreement
has received approval of the companies' boards of directors
and is expected to close by the end of May, pending
customary regulatory approvals.
"This partnership assures Bell Canada's place at the
forefront of the global communications industry," said
Jean C. Monty, BCE president and chief executive officer,
"while keeping Bell Canada firmly under Canadian control.
The partnership with Ameritech -- a talented, high-
performance partner with a global record of success --
significantly augments the scale and resources of Bell
Canada and will translate into greater choice, and
innovation for our customers."
"Ameritech is excited to partner with Bell Canada, which
will strengthen our international position and speed our
global growth," said Richard C. Notebaert, chairman and
chief executive officer of Ameritech. "As the largest
foreign investor in European communications, Ameritech
brings Bell Canada unparalleled experience in international
partnerships. Through this strategic partnership we will
share best practices, speed new products to market and
develop new growth opportunities -- delivering benefits to
customers, shareowners and employees in Canada and the
United States."
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Mr. Monty said that BCE would use the proceeds from the
transaction to invest primarily in BCE companies involved in
high-growth sectors such as electronic commerce, satellite
services, systems integration and content. Over the next
six to twelve months, the company will also consider a share
repurchase program to partially offset the dilution to BCE
earnings caused by the reduction in its ownership of Bell
Canada.
Combining Strengths to Benefit Customers
The companies said that the primary focus of the partnership
will be on developing growth opportunities and introducing
new services for customers. The companies will work
together to develop and launch new services to meet customer
demands for choice and innovation, such as Ameritech's new
Privacy Manager service, which gives customers choice and
control over calls coming into the home, and Bell Canada's
highly successful voice mail services.
In 1998, the estimated value of Ameritech's international
investments increased 65% to more than US $10 billion.
Scope of Partnership
Bell Canada's partnership with Ameritech provides for a
number of strategic co-operation projects, including the
exchange of a limited number of key professionals, co-
operation in sales and marketing, and the exchange of
operational know-how and strategic skills.
As part of the agreement announced today, Bell Canada will
acquire from BCE the following investments: 65 % of BCE
Mobile Communications Inc., a wireless company with
2 million customers, 21.5 % of Teleglobe Inc., a provider of
international telecommunications services, and BCE's equity
investment in six regional Canadian telecommunications
companies, three of which plan to merge into a single entity
known as AtlanticCo. Bell Canada will continue to hold its
investments in BCE Nexxia Inc., an IP based broadband
service provider, in Bell ActiMedia Inc., a Yellow Pages
directory company, and in Manitoba Telecom Services Inc., a
regional telecom company. Based on these holdings and on a
pro forma basis, Bell Canada had 1998 revenues of
C $12.7 billion (US $8.3 billion), assets of C $20 billion
(US $13.2 billion) and 43,000 employees.
Ameritech was advised on the transaction by Rothschild Inc.
and BCE by Nesbitt Burns.
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About Ameritech and BCE
Ameritech serves millions of customers in 50 states and
40 countries. Ameritech provides a full range of
communications services including local and long-distance
telephone and data, cellular, paging, security, cable TV,
Internet and more. One of the world's 100 largest
companies, Ameritech (www.ameritech.com) has
70,500 employees, 1 million shareowners and more than
US $30 billion in assets. Ameritech has agreed to merge with
SBC Communications, pending regulatory approvals, and the
companies expect the merger to be finalized by mid-1999.
SBC provides landline communications services to customers
in eight states, serves 6.9 million U.S. wireless customers
and has investments in telecommunications businesses in
11 countries.
BCE is Canada's largest communications company. Through its
operations in communications services, BCE provides
residence and business customers in Canada with wireline and
wireless telecommunications products and applications,
satellite communications and direct-to-home television
services, systems integration expertise, electronic commerce
solutions, Internet access and high-speed data services, and
directories. Abroad, through Bell Canada International, BCE
provides communications services to an additional 3 million
customers in Asia and Latin America. BCE also has an
extensive international presence through its ownership in
Nortel Networks, a global leader in the design and building
of communications networks; as well as through Teleglobe, an
international telecommunications carrier. BCE shares are
listed in Canada, the United States and Europe.
(Editor's Note: Additional financial and other information
contained in attached backgrounders)
For further information:
Don Doucette George Stenitzer
BCE Inc. Ameritech
Corporate Communications Media Relations
(514) 786-3924 (312) 609-6166
On March 24:
(416) 586-5473
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[AMERITECH LOGO]
Background Information
Ameritech in Profile
Headquarters: Chicago
Chairman and Chief
Executive Officer: Richard C. Notebaert
Services offered: A full range of communications
services including local and long
distance telephone and data, cellular,
paging, security, cable TV, Internet
and more
Locations: Illinois, Michigan, Ohio, Wisconsin,
and Indiana. Serves customers in 50
states and 40 countries
Revenues: US $17.2 billion (C $26 billion)
(1998)
Profits: US $2.6 billion (C $3.9 billion)
(1998)
Assets: US $30 billion (C $45 billion) (1998)
Market capitalization: More than US $70 billion (C
$106 billion)
Shareowners: More than 1 million
Total employees: 70,500
Telephone access lines: 21 million in Illinois, Michigan,
Ohio, Wisconsin, and Indiana
Wireless customers: 3.6 million in U.S. markets with a
total population of 34.6 million
Paging customers: 1.5 million
Security customers: 1.2 million (Ameritech provides
security services in all 50 states and
Canada and has a presence in 92 of the
United States' top 100 markets)
U.S. cable TV operations: 99 franchises covering 4 million
total population in Illinois, Ohio and
Michigan
International
partnerships: Belgacom (Belgium) -
17.5%; MATAV (Hungary) - 29.8%; Tele
Danmark (Denmark) - 41.6%; NetCom
(Norway) - 19.7%; WLW (Europe) - 100%
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[BCE LOGO]
Background Information
BCE Inc. in Profile
Headquarters: Montreal
President and Chief
Executive Officer: Jean C. Monty
Services offered: BCE is Canada's largest communications
company. Through its operations in
communications services, BCE provides
customers in Canada with wireline and
wireless telecommunications products
and applications, satellite
communications and direct-to-home
television services, systems
integration expertise, electronic
commerce solutions, Internet access
and high-speed data services, and
directories. Abroad, through Bell
Canada International, BCE provides
communications services to customers
in Asia and Latin America. BCE also
has an extensive international
presence through its ownership in
Nortel Networks, a global leader in
the design and building of
communications networks.
Locations: 150 countries
Revenues: C $27.5 billion (US $18.2 billion)
(1998)
Earnings: C $4.6 billion (US $3 billion) (1998)
Assets: C $32.1 billion (US $21.2 billion)
(Dec. 31, 1998)
Capital expenditures: C $3.8 billion (US $2.5 billion)
(1998)
Market capitalization: C $42 billion (US $27.7 billion)
(March 19, 1999)
Shareowners: More than 490,000
Total employees: 58,000
BCE's interests: Bell Canada -- 100%; Nortel Networks -
- 41%; Bell Canada International --
74%; BCE Emergis -- 68%; BCE Media --
100%; CGI -- 45%
Information as at March 23, 1999
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[BELL CANADA LOGO]
Background Information
Bell Canada (pro-forma consolidated)
Profile
Headquarters: Montreal
Chairman and Chief
Executive Officer: Jean C. Monty
Services offered: Bell Canada provides a full range of
communications services to more than
seven million residence and business
customers in Canada including local
and long distance telephone services
offered through wireline, and
wireless, Internet access and high
speed data services as well as
directories
Locations: Ontario, Quebec, Eastern Canada,
Manitoba, British Columbia, the Yukon
and North West Territories, with
points of presence in the U.S. through
BCE Nexxia
Revenues: C $12.7 billion (US $8.3 billion)
(1998)
Assets: C $20.0 billion (US $13.2 billion)
(1998)
Capital expenditures: C $2.4 billion (US $1.6 billion)
(1999)
Shareowner: Wholly-owned by BCE Inc.
Total employees: 43,000
Telephone access lines: 12.6 million including 11 million
in Ontario and Quebec, and 1.6 million
in the six regional Canadian
telecommunications companies.
Wireless customers: More than 1.5 million cellular and
PCS, in markets covering almost 20
million
Paging customers: More than 0.5 million
Bell Canada interests: Bell ActiMedia --100%; BCE Mobile
-- 65%; Bell Nexxia -- 100%; Bruncor
Inc. -- 45%; Manitoba Telecom -- 20%;
Maritime Telegraph & Telephone Company
-- 35%; NewTel Enterprises Limited --
56%; Northwestel Inc. -- 100%; Telebec
Ltee -- 100%; Teleglobe -- 21.5%
Information as at March 23, 1999
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[BCE LOGO] [AMERITECH LOGO]
Background Information
BCE Inc./Bell Canada/Ameritech
Highlights of terms of the partnership:
A. Ameritech to make a 20 per cent equity investment for C $5.1 billion
(US $3.4 billion)
B. Key features of the agreement will include:
- - Marketing sales co-operation
- - Exchange of know-how
- - Traffic exchange
- - Seek other business opportunities
C. Ameritech is entitled to:
1. Nominate two directors to the Bell Canada board (out of ten).
2. Nominate one director to the BCE Mobile board.
3. Appoint the CFO of Bell Canada. Plus the two way exchange of
approximately 15 professionals.
D. The agreement also provides for other customary rights between the
two companies.
Reorganization of Bell Canada:
Bell Canada will acquire from BCE the following investments:
- - 65% of BCE Mobile Communications Inc., a wireless company with 2 million
customers.
- - 21.5% of Teleglobe Inc., a provider of international telecommunications
services
- - BCE's equity investments in six regional Canadian telecommunications
companies.
Bell Canada will transfer to BCE :
- - its investment in BCE Emergis Inc., an electronic commerce company
- - its investment in CGI Group Inc., the largest information
technology consulting company in Canada
- - its investment in Telesat Canada, the country's leading satellite
services supplier
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As a result, on a net aggregate basis, Bell Canada will be
acquiring $4.1 billion of additional investments at market
value ($2.8 billion book value) in telecommunications
services companies and will be assuming $2.4 billion of
additional indebtedness owed to BCE.
In addition to the above, Bell Canada will continue to hold
its investment in:
- - BCE Nexxia Inc., an IP based broadband service provider;
- - Bell ActiMedia Inc., a Yellow Pages directory company;
- - Manitoba Telecom Services Inc., a regional telecom company.
