<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): April 5, 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
<PAGE>2
Item 5. Other Events.
Attached as an exhibit is a press release issued by Ameritech
Corporation announcing Ameritech's agreement to sell 20 Midwestern
cellular properties for $3.27 billion in cash to a venture of GTE and
Georgetown Partners.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99 Press Release, dated April 5, 1999, issued by Ameritech
Corporation.
<PAGE>3
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: April 5, 1999
Ameritech Corporation
By: /s/ Barbara A. Klein
Barbara A. Klein
Vice President and Comptroller
<PAGE>1
[NEWS RELEASE]
30 S. Wacker Drive
Suite 3400
Chicago, IL 60606
www.ameritech.com
[AMERITECH LOGO]
For more information, contact:
Ameritech: George Stenitzer
312 609-6166
SBC: Selim Bingol
210 351-3991
GTE: Peter Thonis
972 507-5367
Ameritech Sells Cellular Properties to GTE
and Georgetown Partners for $3.27 Billion
Sale Advances SBC-Ameritech Merger, Brings New Competitor and Ownership
Diversity to Chicago, St. Louis Markets
CHICAGO - Ameritech today agreed to sell 20
Midwestern cellular properties for $3.27 billion in cash to
a venture of GTE and Georgetown Partners, effectively
meeting U.S. Department of Justice conditions for approval
of the SBC-Ameritech merger. The sale, which is contingent
on the closing of the SBC-Ameritech merger, eliminates all
overlapping cellular properties that result from the SBC-
Ameritech merger.
The venture, led by GTE and including Georgetown
Partners, will acquire Ameritech's cellular properties in
Chicago, St. Louis and surrounding areas of Illinois,
northwestern Indiana and Missouri. Ameritech's ownership of
these properties includes a population of 11.4 million and
nearly 1.5 million cellular customers. Georgetown Partners
is a minority-owned firm based in Washington, D.C.
"As promised, this sale demonstrates that the SBC-
Ameritech merger will bring substantial new competition into
the Midwest, broaden the ownership of these properties to
include greater diversity from the community and provide
customers the benefits of growth and robust competition,"
said Richard C. Notebaert, chairman and chief executive
officer of Ameritech. "Now our top priority will be to make
our future transition easy for our cellular customers, who
don't need to do anything to continue receiving service."
Ameritech will work to make the sale transparent to
customers and make the transition easy for them, with no
effect on service, pricing, contracts or roaming agreements.
Until the closing of the SBC-Ameritech merger, Ameritech
customers will continue to be served by Ameritech through
existing stores, distributors and 800 numbers.
Up to 1,700 Ameritech Cellular employees will
transfer to GTE as a result of the sale; other Ameritech
Cellular employees will continue to support wireless
operations of the combined SBC-Ameritech. SBC and Ameritech
have made a commitment that employment levels in Ameritech's
five-state region will not be reduced due to their proposed
merger.
(more)
2
SBC and Ameritech were advised on this transaction
by Salomon Smith Barney, Inc.
Since SBC and Ameritech announced plans to merge
last May, the merger has received clearances from European
regulators; it has been approved overwhelmingly by
shareholders of both companies, has won the support of the
AFL-CIO, the Communications Workers of America, the
International Brotherhood of Electrical Workers, and the
Rainbow PUSH Coalition and has been endorsed by dozens of
business and consumer leaders, industry analysts and elected
officials. It also has been endorsed by newspapers
throughout the Ameritech region. On March 23, the U.S.
Department of Justice terminated its investigation and
cleared the transaction, contingent on Ameritech and SBC
reaching an agreement for the sale of certain overlapping
wireless properties. The merger is now being reviewed by
the Federal Communications Commission and the public service
commissions of Illinois and Ohio. The companies expect to
complete the transaction by mid-1999.
SBC Communications Inc. (www.sbc.com) is a global
leader in the telecommunications industry, with more than 37
million access lines and 6.9 million wireless customers
across the United States, as well as investments in
telecommunications businesses in 11 countries. Under the
Southwestern Bell, Pacific Bell, SNET, Nevada Bell and
Cellular One brands, SBC, through its subsidiaries, offers a
wide range of innovative services. SBC offers local and long-
distance telephone service, wireless communications, data
communications, paging, Internet access, and messaging, as
well as telecommunications equipment, and directory
advertising and publishing. SBC has more than 129,000
employees and its annual revenues rank it in the top 50
among Fortune 500 companies.
Ameritech (NYSE: AIT) 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 $30 billion
in assets.
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