As filed with the Securities and Exchange Commission
on June 24, 1994. Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
SOUTHWESTERN BELL CORPORATION
A DELAWARE CORPORATION IRS TAXPAYER NO. 43-1301883
175 E. Houston Street, San Antonio, Texas 78205-2233
Attn: Judith Sahm, (210) 821-4105
____________________
SOUTHWESTERN BELL CORPORATION STOCK SAVINGS PROGRAM
consisting of:
the Southwestern Bell Corporation Stock Savings Plan,
the Southwestern Bell Corporation Management Stock Savings Plan,
and the Southwestern Bell Corporation Stock Based Savings Plan
____________________
Please send copies of all
communications to: Name, address and telephone number
of agent for service:
Wayne Wirtz, Esq. Judith Sahm
Southwestern Bell Corporation Southwestern Bell Corporation
175 E. Houston Street, 12th Floor 175 E. Houston Street, 11th Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 821-4105
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
Common Stock, 7,000,000 $42.5625 $297,937,500.00 $ 102,737.07
$1.00 par value
per share (2)
Options (3) 4,500,000 (4) (4) (4)
(1) The price per share as estimated in accordance with Rule 457(c) and
(h) for purposes of calculating the registration fee. The fee was
computed based on 7,000,000 shares (using the average of the high and
low price of the stock as of June 21, 1994).
(2) Includes rights attached pursuant to Southwestern Bell Corporation's
Shareowner Rights Plan.
(3) Each option entitles the holder to purchase one share of common
stock.
(4) No separate consideration will be received for the issuance of the
options.
<PAGE>
Pursuant to Rule 416(a) this Registration Statement also covers such
indeterminate number of additional shares of Common Stock and additional
options as is necessary to eliminate any dilutive effect of any future
stock split or stock dividend. No additional registration fee is
required.
Prospectus herein also relates to Registration Statement No. 33-37451
pursuant to Rule 429.
EXPLANATION
This Registration Statement is being filed solely to register an
additional 7,000,000 shares of common stock and 4,500,000 stock options
of Southwestern Bell Corporation to be offered under the Southwestern Bell
Corporation Stock Savings Program, consisting of the Southwestern Bell
Corporation Stock Savings Plan, the Southwestern Bell Corporation
Management Stock Savings Plan, and the Southwestern Bell Corporation Stock
Based Savings Plan (the "Program"). The contents of the earlier
Registration Statement No. 33-37451 filed on October 26, 1990, are
incorporated herein by reference.
<PAGE>
PART II. SIGNATURES
THE REGISTRANT:
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Antonio and State of Texas
on the 24th day of June, 1994.
SOUTHWESTERN BELL CORPORATION
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
Principal Executive Officer: Edward E. Whitacre, Jr.,*
Chairman and Chief Executive Officer
Principal Financial and Accounting Officer: Donald E. Kiernan,
Senior Vice President, Treasurer
and Chief Financial Officer
By: /s/ Donald E. Kiernan
Donald E. Kiernan, as attorney-in-fact
for Mr. Whitacre, the Directors,and on
his own behalf as Principal Financial
Officer and Principal Accounting
Officer
June 24, 1994
DIRECTORS:
Clarence C. Barksdale*
James E. Barnes*
Jack S. Blanton*
August A. Busch, III*
Ruben R. Cardenas*
Martin K. Eby, Jr.*
Tom C. Frost*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Sybil C. Mobley*
Haskell M. Monroe, Jr.*
Ing. Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney <PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibits
5 Validity opinion of William J. Free, Esq.
24 Consent of Ernst & Young, Independent Auditors
25 Powers of Attorney
<PAGE>
Exhibit 5
June 24, 1994
Southwestern Bell Corporation
175 E. Houston Street
San Antonio, Texas 78205
Dear Sirs:
In connection with the registration under the
Securities Act of 1933 (the "Act") of shares (the "Shares") of
Common Stock, par value $1.00 per share, of Southwestern Bell
Corporation, a Delaware corporation (the "Corporation"), options
to purchase Shares ("Options"), and related stock purchase
rights (the "Rights") to be issued pursuant to the Shareowner
Rights Plan, dated as of January 27, 1989, between the
Corporation and American Transtech, Inc. ("ATI"), as amended by
the Amendment to Rights Agreement, dated as of August 5, 1992,
by and among the Corporation, ATI, and The Bank of New York
("BNY"), as successor Rights Agent, and as further amended by the
Second Amendment to Rights Agreement, dated as of June 15, 1994,
by and between the Corporation and BNY (as amended, the "Rights
Plan"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent
of 7,000,000 Shares and 4,500,000 Options which may be
purchased pursuant to the Southwestern Bell Corporation
Stock Savings Program, consisting of the Southwestern Bell
Corporation Stock Savings Plan, the Southwestern Bell
Corporation Management Stock Savings Plan, and the
Southwestern Bell Corporation Stock Based Savings Plan (the
"Program"), and, when the registration statement relating to
the Shares (the "Registration Statement") has become
effective under the Act, upon issuance of the Shares and
payment therefore in accordance with the Program and the
resolutions of the Board of Directors of the Corporation
relating thereto, the Shares will be legally issued, fully
paid and nonassessable;
(2) Assuming that the Rights Plan has been duly
authorized, executed and delivered by the Rights Agent, then
when the Registration Statement has become effective under
the Act and the Shares and Options have been validly issued
and sold as contemplated in paragraph (1) above, the Rights
<PAGE>
attributable to the Shares will be validly issued; and
(3) The Corporation has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware.
The foregoing opinion is limited to the laws of the
United States and the General Corporation Law of the State of
Delaware, and I am expressing no opinion as to the effect of the
laws of any other jurisdiction.
I have relied as to certain matters on information
obtained from public officials, officers of the Corporation and
other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, I
do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ William J. Free
William J. Free
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) pertaining to
the Southwestern Bell Corporation Stock Savings Program,
consisting of the Southwestern Bell Corporation Stock Savings
Plan, the Southwestern Bell Corporation Management Stock Savings
Plan, and the Southwestern Bell Corporation Stock Based Savings
Plan, and to the incorporation by reference therein of our
reports dated February 11, 1994, with respect to the consolidated
financial statements of Southwestern Bell Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1993, and the related financial
statement schedules included therein, filed with the Securities
and Exchange Commission.
ERNST & YOUNG
San Antonio, Texas
June 24, 1994
<PAGE>
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a
Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the issuance of up to seven million (7,000,000)
shares of the Corporation's Common Stock ("Shares") and four and
one-half million (4,500,000) options to purchase Shares pursuant
to the Southwestern Bell Corporation Stock Savings Program,
consisting of the Southwestern Bell Corporation Stock Savings
Plan, the Southwestern Bell Corporation Management Stock Savings
Plan, and the Southwestern Bell Corporation Stock Based Savings
Plan; and
WHEREAS, the undersigned is an officer and director of
the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints James D. Ellis, Donald E. Kiernan, William J. Free,
Roger W. Wohlert, or any one of them, all of the City of San
Antonio and State of Texas, his attorneys for him and in his
name, place and stead, and in each of his offices and capacities
in the Corporation, to execute and file such Registration
Statement, and thereafter to execute and file any and all amended
registration statements and amended prospectuses or amendments or
supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform each
and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and
purposes as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand the 24th day of June, 1994.
/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SOUTHWESTERN BELL CORPORATION, a
Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the issuance of up to seven million (7,000,000)
shares of the Corporation's Common Stock ("Shares") and four and
one-half million (4,500,000) options to purchase Shares pursuant
to the Southwestern Bell Corporation Stock Savings Program,
consisting of the Southwestern Bell Corporation Stock Savings
Plan, the Southwestern Bell Corporation Management Stock Savings
Plan, and the Southwestern Bell Corporation Stock Based Savings
Plan; and
WHEREAS, each of the undersigned is a director of the
Corporation;
NOW, THEREFORE, each of the undersigned hereby
constitutes and appoints Edward E. Whitacre, Jr., James D.
Ellis, Donald E. Kiernan, William J. Free, Roger W. Wohlert, or
any one of them, all of the City of San Antonio and State of
Texas, the undersigned's attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the
undersigned's offices and capacities in the Corporation, to
execute and file such Registration Statement, and thereafter to
execute and file any and all amended registration statements and
amended prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full
power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and
concerning the premises, as fully to all intents and purposes as
the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
hereunto set his or her hand the 24th day of June, 1994.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
/s/ Jack S. Blanton /s/ August A. Busch III
Jack S. Blanton August A. Busch III
Director Director
<PAGE>
/s/ Ruben R. Cardenas /s/ Martin K. Eby, Jr.
Ruben R. Cardenas Martin K. Eby, Jr.
Director Director
/s/ Tom C. Frost /s/ Jess T. Hay
Tom C. Frost Jess T. Hay
Director Director
/s/ B. R. Inman /s/ Charles F. Knight
B. R. Inman Charles F. Knight
Director Director
/s/ Sybil C. Mobley /s/ Haskell M. Monroe, Jr.
Sybil C. Mobley Haskell M. Monroe, Jr.
Director Director
/s/ Carlos Slim Helu /s/ Patricia P. Upton
Carlos Slim Helu Patricia P. Upton
Director Director <PAGE>
