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
SAVINGS PLAN FOR SALARIED EMPLOYEES
SOUTHWESTERN BELL CORPORATION
SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
____________________
Please send copies of Name, address and telephone
all communications to: number of agent for service:
Wayne Wirtz, Esq. Judith Sahm
Southwestern Bell Corporation Southwestern Bell Corporation
175 E. Houston Street 175 E. Houston Street
12th Floor 11th Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
210) 821-4105
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED OFFERING AGGREGATE FEE
REGISTERED PRICE OFFERING
PER SHARE(1) PRICE(1)
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Common 10,000,000 $42.5625 $425,625,000.00 $146,767.24
Stock,
$1.00 par
value per
share(2)
(1) The price per share was estimated in accordance with Rule
457(c) and (h) for purposes of calculating the registration
fee. The fee was computed based on 10,000,000 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.
Pursuant to Rule 416(a) this Registration Statement also covers
such indeterminate number of additional shares of Common Stock as
is necessary to eliminate any dilutive effect of any future stock
split or stock dividend. No additional registration fee is
required.
In addition, pursuant to Rule 416(c), this Registration Statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan(s) described herein.
Prospectus herein also relates to Registration Statement No. 33-
38706 pursuant to Rule 429.
<PAGE>
EXPLANATION
This Registration Statement is being filed solely to register
an additional 10,000,000 shares of common stock of Southwestern
Bell Corporation and an indeterminate amount of participation
interests to be offered under the Southwestern Bell Corporation
Savings Plan for Salaried Employees and the Southwestern Bell
Corporation Savings and Security Plan (Non-Salaried Employees).
The contents of the earlier Registration Statement No. 33-38706
filed on January 25, 1991, 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*
<PAGE>
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>
SIGNATURES
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plans 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
SAVINGS PLAN FOR SALARIED EMPLOYEES
SOUTHWESTERN BELL CORPORATION
SAVINGS AND SECURITY PLAN
(NON-SALARIED EMPLOYEES)
By: SOUTHWESTERN BELL CORPORATION,
ADMINISTRATOR FOR THE FOREGOING
PLANS
By: /s/ Cassandra C. Carr
Cassandra C. Carr
Senior Vice President-
Human Resources
<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"), 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
10,000,000 Shares, which may be purchased pursuant to the
Southwestern Bell Corporation Savings Plan for Salaried
Employees and the Southwestern Bell Corporation Savings and
Security Plan (Non-Salaried Employees) (the "Plans"), 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 Plans 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 have been validly issued and sold as contemplated
in paragraph (1) above, the Rights attributable to the Shares
will be validly issued;
(3) The Plans, as amended, have been duly adopted by the
Corporation and the participations acquired under the Plans
as provided therein are and will be legally existing
participations in accordance with the terms thereof;
(4) The provisions of the Plans, as amended, are in
compliance with the requirements of the Employee Retirement
<PAGE>
Income Security Act of 1974, 29 USC 1001 et seq., pertaining
to such provisions; and
(5) 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 Savings Plan for Salaried
Employees and the Southwestern Bell Corporation Savings and
Security Plan (Non-Salaried Employees) and to the incorporation
by reference therein of our reports (a) 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,
and (b) dated May 25, 1994, with respect to the financial
statements and schedules of investment of the Southwestern Bell
Corporation Savings Plan for Salaried Employees and the
Southwestern Bell Corporation Savings and Security Plan (Non-
Salaried Employees) included in each of the Plan's Annual Report
(Form 11-K), both for the year ended December 31, 1993, 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 ten million (10,000,000)
shares of the Corporation's Common Stock together with an
indeterminate amount of plan interests pursuant to the
Southwestern Bell Corporation Savings Plan for Salaried Employees
and the Southwestern Bell Corporation Savings and Security Plan
(Non-Salaried Employees); 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 ten million (10,000,000)
shares of the Corporation's Common Stock together with an
indeterminate amount of plan interests pursuant to the
Southwestern Bell Corporation Savings Plan for Salaried Employees
and the Southwestern Bell Corporation Savings and Security Plan
(Non-Salaried Employees); 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>
