SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: October 8, 1999
Ameritech Corporation
A Delaware Corporation
Commission File No. 1-8612
IRS Employer No. 36-3251481
30 South Wacker Drive, Chicago, Illinois 60606
Telephone Number (800) 257-0902
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Item 1. Changes in Control of Registrant
On October 8, 1999, SBC Delaware, Inc., a Delaware corporation
("Merger Sub") and a wholly owned subsidiary of SBC Communications Inc., a
Delaware corporation ("SBC"), merged (the "Merger") with and into Ameritech
Corporation, a Delaware corporation ("Ameritech"), pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of May 10, 1998, among SBC,
Merger Sub and Ameritech. The Merger Agreement was adopted by the shareowners of
Ameritech at a special meeting of the shareowners of Ameritech held on December
11, 1998 and by SBC as the sole shareowner of Merger Sub.
Pursuant to the terms of the Merger Agreement, at the effective time
of the Merger, holders of Ameritech common stock received 1.316 shares of SBC
common stock for each share of Ameritech common stock and as a result became
holders of SBC common stock instead of Ameritech common stock. In the aggregate,
Ameritech shareowners received approximately 1,446,000,000 shares of SBC common
stock. As a result of the Merger, Ameritech became a wholly owned subsidiary of
SBC, and SBC became the owner of 100% of the outstanding shares of Ameritech
common stock.
Item 2-6. Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 10, 1998, among
Ameritech, SBC and Merger Sub (incorporated by reference to
Exhibit 2 to Ameritech's Current Report on Form 8-K, dated May
11, 1998).
Item 8. Not applicable.
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SIGNATURE
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 hereunto duly authorized.
AMERITECH CORPORATION
October 12, 1999 /s/ Donald Kiernan
Donald Kiernan
Executive Vice President, Chief
Financial Officer and Treasurer
