As filed with the Securities and
Exchange Commission on January ___,1998 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SBC COMMUNICATIONS INC.
(Exact name of Registrant as specified in its charter)
A Delaware Corporation 43-1301883
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
175 East Houston Street, San Antonio, Texas 78205
Attn: Judith M. Sahm, (210)821-4105
(Address,including zip code, and telephone number, including
area code, of Registrant=s principal executive offices)
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DIRECT STOCK PURCHASE
AND REINVESTMENT PLAN
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Name, address, and telephone Please send copies of all
number of agent for service: communications to:
Judith M. Sahm Wayne A. Wirtz, Esq.
SBC Communications Inc. SBC Communications Inc.
175 E. Houston, 11th Floor 175 E. Houston, 12th Floor
San Antonio, Texas 78205 San Antonio, Texas 78205
(210) 821-4105
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of an earlier
effective registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ----------------------- -------------- ------------ -------------- ------------
Title of each class Amount to be Proposed Proposed Amount of
of securities to be registered(1,3) maximum maximum registration
registered offering aggregate fee(3)
price per offering
share(1) price(1)
- ----------------------- -------------- ------------ -------------- ------------
- ----------------------- -------------- ------------ -------------- ------------
Common Stock, 1,000 $73.375 $73,375.00 $21.65
$1.00 par value
per share(2)
- ----------------------- -------------- ------------ -------------- ------------
(1) The price per share was estimated in accordance with Rule 457(c) for
purposes of calculating the registration fee. The fee was computed based on
1,000 shares (using the average of the high and low price of the stock as of
January 14, 1998).
(2) Includes preferred stock purchase rights that are attached to and trade with
the common stock, $1.00 par value per share, of SBC Communications Inc.
("SBC Common Stock"). The value attributable to such rights, if any, is
reflected in the market price of SBC Common Stock.
(3) Does not include:
(a) an additional 4,361,017 shares of SBC Common Stock being carried forward
from Registration Statement No. 333-02587 on Form S-4 pursuant to Rule 429
of the Securities Act. A registration fee of $65,520.52 for such
additional securities was previously paid with the filing of such
registration statement; and
(b) an additional 11,346,587 shares of SBC Common Stock being carried
forward from Registration Statement No. 333-08979 on Form S-3 pursuant to
Rule 429 of the Securities Act. A registration fee of $191,189.99 for such
additional securities was previously paid with the filing of such
registration statement.
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.
Prospectus herein also relates to Registration Statements No. 333-02587
and 333-08979 pursuant to Rule 429.
The registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the registrants shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Inquiries: PROSPECTUS
Contact the Plan Administrator at (800) (LOGO)
351-7221 to request enrollment and otherforms. DIRECT STOCK PURCHASE
Service representatives are available to assist AND REINVESTMENT
you from 8 a.m. to 5 p.m.Central Time, PLAN
Monday through Friday, excluding holidays. If
calling from outside the U.S., call collect at
(713) 658-6392, (713) 651-5076, or TTY (888)
269-5221(if you are hearing- or
speech-impaired). You may also contact the Plan
Administrator by writing to:
The Bank of New York,
Administrator
SBC Direct
P.O. Box 239
Newark, NJ 07101
or by e-mail at:
[email protected]
Answers to many of your questions and requests for forms are also available
by visiting The Bank of New York's Website at: http://stock.bankofny.com/sbc
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained or incorporated by
reference in this prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized. This
prospectus does not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Key Features of the Plan. . . .
Available Information. . . .
Incorporation of Documents
by Reference. . . .
The Plan . . . . .
Responsibilities
of SBC. . . . . . .
Use of Proceeds . . .
The Bank of New York IRA. . .
<PAGE>
PROSPECTUS (LOGO)
SBC COMMUNICATIONS INC.
DIRECT STOCK PURCHASE
AND REINVESTMENT PLAN
January ___, 1998
This Prospectus describes the SBC Communications Inc. Direct Stock Purchase and
Reinvestment Plan (the "Plan") (formerly the Dividend Reinvestment Plan) and
relates to 15,708,601 shares of common stock, par value $1.00 per share
("Shares"), of SBC Communications Inc. ("SBC").
Please read and keep this Prospectus for future reference.
Key Features of the Plan
- -- All registered shareholders (including those who hold SBC stock
certificates or who have Direct Registration Shares) as well as persons
who have at least one Share held by the Plan Administrator are
automatically eligible to participate in the Plan.
- -- Effective March 2, 1998, other persons may participate in the Plan and
purchase Shares by making a minimum initial investment of $500. An initial
investment fee of $10 will be charged and deducted from the initial
investment.
- -- Participants may acquire additional Shares through the Plan by making
optional cash investments of at least $50 per investment (up to an
aggregate of $120,000 per calendar year). Payment may be made by check or
money order, or by electronic funds transfer from a Participant's account
with a U.S. financial institution. Optional cash investments are invested
in Shares on a weekly basis.
- -- Effective March 2, 1998, shareholders may either reinvest dividends on all
Shares owned (full dividend reinvestment) or reinvest dividends on fewer
than all Shares owned and receive cash dividends on the remaining Shares
(partial dividend reinvestment). Only Shares registered in the
Shareholder's name or held in the Plan on behalf of the Shareholder are
eligible for dividend reinvestment.
- -- Participants may sell any number of whole Shares held in their accounts by
providing instructions to the Plan Administrator using the Transaction
Request Form attached to your quarterly Plan statement or by calling (800)
351-7221 and using the automated sales feature.
- -- Shareholders may deposit their Shares in the Plan for safekeeping,
eliminating the need to keep certificates.
- -- You may also establish an Individual Retirement Account ("IRA") through
The Bank of New York to purchase Shares through the Plan.
- -- On January 16, 1998, the closing price of the Shares was $74.25 per Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Available Information. SBC was incorporated in 1983 under the laws of the State
of Delaware and has its principal executive offices at 175 East Houston, San
Antonio, TX 78205, telephone number (210) 821-4105. SBC is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended,
("Exchange Act") and in accordance therewith, files reports and other
information with the Securities and Exchange Commission ("SEC"). Such reports
and other information filed by SBC can be inspected and copied at the public
reference facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the following SEC Regional Offices:
Seven World Trade Center, Suite 1300, New York, NY 10048; and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies can be
obtained from the SEC by mail at prescribed rates. Requests should be directed
to the SEC's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549. Such material can also be inspected at the
New York Stock Exchange, 20 Broad Street, New York, NY 10005, the Chicago Stock
Exchange, 440 South La Salle Street, Chicago, IL 60605, or the Pacific Stock
Exchange, 301 Pine Street, San Francisco, CA 94104, on which exchanges Shares
are listed; and also on the Internet at http://www/sec.gov.
SBC has filed with the SEC a Registration Statement on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For further
information, reference is made to the Registration Statement.
<PAGE>
Incorporation of Documents by Reference. The following documents have been filed
by SBC with the SEC (File No 1-8610) and are incorporated herein by reference:
SBC's Annual Report on Form 10-K for the year ended December 31, 1996; SBC's
Quarterly Report on Form 10-Q for the three month periods ended September 30,
1997, June 30, 1997, and March 31, 1997; SBC's Current Reports on Form 8-K,
dated January 5, 1998, June 19, 1997, May 8, 1997, April 1, 1997, March 31,
1997, and March 14, 1997; the description of SBC's Shares contained in its
Registration Statement on Form 10, dated November 15, 1983; SBC's Registration
Statement on Form 8-A, dated February 9, 1989, together with amendments thereto.
All documents filed by SBC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Copies of any
document which has been or may in the future be incorporated in this Prospectus
by reference, other than exhibits to such document, may be obtained upon written
or oral request without charge from the Plan Administrator, telephone number
(800) 351-7221.
THE PLAN
Plan Administrator:
The Bank of New York, SBC's stock transfer agent, has been appointed to
administer the Plan ("Plan Administrator") and to act as the Plan's record
keeper. You can contact The Bank of New York at (800) 351-7221 or write to them
at The Bank of New York, Administrator, SBC Direct, P.O. Box 239, Newark, NJ
07101.
Eligibility:
All SBC shareholders who hold Shares registered in their name, and those persons
who have at least one Share held by the Plan Administrator on their behalf, are
automatically eligible to participate in the Plan. New participants must
complete an Initial Purchase Form and return it to the Plan Administrator.
Effective March 2, 1998, persons who do not currently own any SBC stock can
participate in the Plan by completing the Initial Purchase Form and sending the
Form to the Plan Administrator with a purchase amount of at least $500; an
initial investment fee of $10 will be charged, which will be subtracted from the
initial investment.
Foreign Participants: Participation in the Plan by citizens or residents
of a country other than the U.S., its territories and possessions is
limited to shareholders whose participation would not violate local laws
applicable to SBC or the Participant. Shareholders residing outside the
U.S. who wish to participate in the Plan should first determine whether
they are subject to any governmental regulations prohibiting their
participation. In addition, SBC or the Plan Administrator may, from time
to time, limit the countries from which shareholders may participate in
the Plan. Please contact the Plan Administrator for information on what
countries may participate in the Plan.
(See "Service Fees" on page 9 for a description of the fees applicable to
Participants.)
Purchasing of Shares
Eligible shareholders may make optional cash investments of at least $50 per
investment to acquire additional Shares through the Plan. All purchases are
credited to your account and held by the Plan Administrator until you request
the Shares be issued in your name or you sell the Shares through the Plan
Administrator. Optional cash investments must be made in U.S. funds drawn on a
U.S. financial institution and cannot exceed a total of $120,000 in any calendar
year. No interest will be paid on amounts held by the Plan Administrator pending
investment. You may make optional cash investments through any of the following
methods:
Check Investment: You may make cash investments (invested weekly) at any
time of at least $50 per investment in the Plan by sending your personal
check or money order (made payable to "The Bank of New York") along with a
completed Optional Cash Investment Form to the Plan Administrator.
Third-party checks will not be accepted and will be returned to you.
Automatic Monthly Deduction: You may contact the Plan Administrator to
arrange for optional cash investments of at least $50 to be made
automatically once a month using electronic funds transfer. Such payments
are deducted from your designated account, at any U.S. financial
institution that participates in the Automated Clearing House system, on
the 25th day of each month (or if such date is not a business day, the
next business day).
Insufficient Funds: In the event that any check is returned unpaid for any
reason or a shareholder's predesignated bank account does not have
sufficient funds for an automatic monthly deduction, the Plan
Administrator will immediately remove from the participant's account any
shares already purchased upon the prior credit of such funds. The Plan
Administrator shall thereupon be entitled to sell any such shares to
satisfy any uncollected amounts. If the net proceeds of the sale of such
shares are insufficient to satisfy the balance of the uncollected amounts,
the Plan Administrator reserves the right to sell such additional shares
from the shareholder's account as necessary to satisfy the uncollected
balance.
Investment Dates
Check investments in good order and Automatic Monthly Deductions received by the
Plan Administrator by the last business day of the week will be invested on the
first day the Shares are traded on the New York Stock Exchange during the
following week, or as soon thereafter as is practicable (an "Optional Cash
Investment Date"). As used in this Prospectus, a "business day" is any day on
which the Plan Administrator or SBC, as the context requires, is open for
business; however, if used in reference to when Shares may be purchased, a
business day shall be any day when Shares are traded on the New York Stock
Exchange.
Dividend Reinvestment
In addition to optional cash investments, you may also request the reinvestment
of dividends paid on any Shares registered in your name or held on your behalf
by the Plan Administrator. The dividends, less any applicable fees, will
automatically be reinvested and used to purchase additional Shares.
Full Reinvestment
You may elect 100% enrollment, which will allow the reinvestment of
dividends on all Shares held by you or by the Plan on your behalf having
the same account number (see discussion of accounts below). All dividends
on these Shares will be reinvested even if the number of your Shares
increases or decreases.
Partial Reinvestment
Under this election, you may elect to have the dividends on a specific
number of whole Shares, having the same account number, either reinvested
or paid in cash. This includes both Shares you hold and the Shares held on
your behalf by the Plan Administrator. Your remaining Shares, including
all Shares you later acquire having the same account number, will be paid
in cash or reinvested, whichever is the opposite of your election for the
specified number of Shares.
Participants who have elected Partial Reinvestment prior to March 2,
1998, will be treated after that date as if they had elected to take a
specific number of whole Shares in cash. For example, assume you made
an election under the old plan to reinvest dividends on 40 of 100
Shares you hold. Also assume that through the reinvestment of
dividends, you added 5.5 Shares. At that time you would be reinvesting
dividends on 45.5 Shares. Under the new Plan, your election will be
treated as an election to receive cash on 60 Shares and reinvest the
dividends on the remaining 45.5 Shares. Because you are deemed to have
fixed the number of Shares for which dividends are paid in cash,
additional Shares you acquire will be reinvested.
No Reinvestment
You may choose not to have any dividends reinvested on shares registered in
your name or held on your behalf by the Plan Administrator.
The Transaction Request Form must be received by the Plan Administrator by a
dividend's record date in order to reinvest that dividend; otherwise the
instruction will be effective for the following dividend. SBC has historically
paid dividends on the first business day of February, May, August, and November
of each year (the "Dividend Payment Date"). The record date set by the Board of
Directors is typically the 10th day of the month prior to the month of the
Dividend Payment Date. There can be no assurance as to the continuation of
dividends or the selection of record or payment dates.
Changing Dividend Reinvestment Elections: You may change the number of Shares on
which dividends are being reinvested by completing and signing a new Transaction
Request Form and returning it to the Plan Administrator. If you sell or
otherwise dispose of a portion of your Shares in your account, dividends will
continue to be reinvested on the remaining Shares, unless you direct otherwise.
For example, if you elect to have the dividends from 100 out of 125 Shares
with the same account number reinvested in the Plan, and you subsequently
sell 25 Shares, dividends would continue to be reinvested on 100 Shares.
Likewise, if you sell another 50 Shares (leaving a balance of 50 Shares),
dividends would be reinvested on the remaining 50 Shares. If you purchase
additional Shares, resulting in a new balance of 150 Shares, dividends
would then be reinvested on all 100 Shares.
SBC or the Plan Administrator may refuse the reinvestment of dividends for any
participant due to excessive termination and enrollment by the shareholder.
Failure to hold one whole Share either directly or in the Plan will result in
automatic termination of your participation (see "Termination of Plan
Participation," below).
Shareholder Accounts
Each shareholder has an account number with SBC that can be found on your check
stub or on your Plan statement. Generally, all identically registered Shares
will have the same account number, regardless of the number of certificates or
Shares issued under that account. In some cases, such as when a shareholder has
had Pacific Telesis Group common stock exchanged for SBC Shares, the shareholder
may have two separate accounts, although the Shares are identically registered.
When you elect to participate in the Plan, your Plan account number for the
Shares held by the Plan Administrator on your behalf will be the same as the
account for the Shares you hold. To reinvest the dividends on multiple accounts,
you must open multiple Plan accounts with the Plan Administrator.
NOTE: Having multiple accounts can result in you receiving multiple checks as
well as multiple copies of the annual report to shareholders and other mailings.
Call The Bank of New York at (800) 351-7221 to consolidate your accounts.
Source and Pricing of Shares
Shares purchased under the Plan will be registered in the name of the Plan
Administrator or its nominee, as agent for participants in the Plan. At SBC's
discretion, Shares purchased with reinvested dividends or optional cash
investments will be either: (1) purchased by the Plan Administrator on the open
market or (2) purchased directly from SBC.
The price of Shares purchased on the open market will be the average cost
incurred to purchase the Shares, excluding any brokerage commissions. (Brokerage
commissions on purchases will be paid by SBC.) The average cost will be
determined by dividing the cost of all Shares purchased during the relevant
investment period (the investment period is the interval the Plan Administrator
purchases Shares with respect to a particular Dividend Payment Date or Optional
Cash Investment Date), by the total number of Shares purchased. Each
participant's Plan account will be credited with the number of Shares, including
fractions, equal to the net dollar amount to be invested, divided by the average
cost per Share.
The Plan Administrator will begin purchasing Shares for the reinvestment of
dividends on the third business day, or as soon thereafter as is practicable,
preceding the Dividend Payment Date and ending, if practicable, no later than
the eleventh business day following the Dividend Payment Date. The Plan
Administrator will purchase Shares with optional cash investments on the
Optional Cash Investment Date, or as soon thereafter as is practicable. On any
day where Shares are to be purchased with both optional cash investments and
reinvested dividends, the cost of each Share purchased, regardless of the source
of funds, will be determined by averaging the cost of all Shares purchased for
the Plan that day. Because optional cash investments are typically smaller than
reinvested dividends, Shares purchased under the Plan will be used to satisfy
optional cash investments first. No interest will be paid on amounts held by the
Plan Administrator pending investment.
The price of Shares purchased from SBC will be the average of the high and low
sale prices of Shares, as reported in the New York Stock Exchange Composite
Transaction listing (reported in the Wall Street Journal), or a similar report
selected by the Plan Administrator, on the relevant Dividend Payment Date or
Optional Cash Investment Date. If the Shares are not traded on the New York
Stock Exchange on the Dividend Payment Date, then the first preceding date the
Shares were so traded will be used.
Fees
The following fees and charges will apply to participation in the Plan. There is
no fee to withdraw whole Shares from your account.
Account Maintenance Fee $1 per quarter or 5% of each
(deducted from each quarterly reinvested quarterly dividend,
dividend whichever is less
Sales Fee $10 (plus brokerage commissions
and fees)
Sale of Shares
You may sell any number of whole Shares held in your Plan account (by the Plan
Administrator) on your behalf or you may sell all of your Shares (including
fractional Shares) held in your Plan account by calling (800) 351-7221 and using
the toll free telephone interactive voice response system. Interested
participants should call the Bank of New York at (800) 351-7221 to set up a
personal identification number (PIN) that will allow accurate, confidential
transactions over the telephone. You may also mail in a Transaction Request Form
to request a sale of your plan shares.
You will be charged $10 for each sale plus approximately $.05 in commissions and
fees for each Share (or fractional Share) sold through the Plan. These charges
will be deducted from the proceeds of any sale.
The sale will be made as soon as practicable following receipt of your
instructions. The bank will sell Shares on a daily basis where practicable.
Generally, for requests received by noon Eastern Time, sales will be made on the
business day following the receipt of your sales request. The sales price of
your shares will be the average price of all shares sold by the bank for the
Plan participants and for holders of Direct Registration Shares (see "Direct
Registration Shares" below). If you complete a sale of Plan Shares after the
record date, dividends on the Shares so sold will be reinvested, unless you
terminate your account prior to the related Dividend Payment Date.
You should receive a check for the proceeds from the sale of your Plan Shares,
less applicable fees and brokerage commissions, within two weeks following the
Plan Administrator's receipt of the request for sale. The Plan Administrator may
use BNY Brokerage Inc., a subsidiary of the Plan Administrator, for trading
activity relative to the Plan on behalf of Plan Participants. BNY Brokerage Inc.
will receive a commission in connection with any sales it processes.
The Plan Administrator may refuse, suspend or terminate the sale of Shares
through the Plan at any time with or without advance notice.
Direct Registration Shares
When shareholders desire to register their Shares in their own names, they now
have two choices: they may obtain a stock certificate representing their
ownership, or they may hold their Shares through Direct Registration. When you
hold shares through Direct Registration, your ownership is recorded on the books
of the company. Direct Registration shareholders receive a Transaction Advice
regarding their holdings, instead of a stock certificate. Direct Registration
Shares are no different from certificated Shares, except there are no
certificates to keep safe.
Shareholders who hold stock in SBC through Direct Registration can now sell
their shares through the Bank on the same terms as Plan participants. Of course,
you can always use a broker to sell any Shares you hold through Direct
Registration.
Note that additional Shares acquired through the Direct Stock Purchase and
Reinvestment Plan are held by the Plan Administrator on behalf of Plan
participants. You may elect to withdraw your Shares at any time at no cost
either in the form of stock certificates or Direct Registration Shares. Please
call The Bank of New York at (800) 351-7221 if you have any questions about
Direct Registration or your Plan account.
Termination of Plan Participation
Failure to hold one whole Share either directly or in the Plan will result in
automatic termination of your participation. Any whole Shares held by the Plan
Administrator will be sent to you and any fractional Share held in your Plan
account will be sold, and the proceeds, if any, will be sent to you. If a
participant's Plan account consists only of a fractional Share, regardless of
whether the participant directly holds other Shares (i.e., not held by the
Plan), the Plan Administrator may close the Plan account by selling the
fractional Share and sending the proceeds, if any, to the participant.
SBC or the Plan Administrator may suspend or terminate the participation of any
person in the Plan, with or without advance notice, at any time, by sending the
participant all whole Shares held in the Plan account and selling any fractional
Share.
Shares Held by the Plan Administrator for Participants
Safekeeping: Shares purchased with either reinvested dividends or optional cash
investments will automatically be held by the Plan Administrator or its nominee
in a Plan account on your behalf. In addition, you may deposit with the Plan
Administrator any Shares registered in your name to be held in a Plan Account.
Withdrawal of Shares from the Plan: You may, at any time, elect to withdraw any
or all of your Shares from your Plan account. You will receive a confirmation of
the transfer to your name for any number of whole Shares held in your Plan
account. Unless you notify the Plan Administrator to the contrary, your Shares
will be issued in the form of Direct Registration Shares instead of a stock
certificate. You may ask for a stock certificate at any time by notifying the
Bank of New York. Your confirmation or stock certificate will be issued within
two weeks after your request is received by the Plan Administrator, either in
writing or by telephone. Certificates for whole Shares issued to you will be
registered in the name(s) in which the Plan account is held. Any remaining
Shares will continue to be held by the Plan Administrator. If you do not want to
withdraw your Shares, you may also elect to sell the Shares in your Plan account
through the Plan Administrator. See "Sale of Shares" above.
Transfer of Plan Held Shares: You may effect "book to book" transfers by
transferring Shares between accounts. You must send your written transfer
instructions to the Plan Administrator (in such form as may be required by the
Plan Administrator. Each signature must be guaranteed by a bank, broker or
financial institution that is a member of a signature Guarantee Medallion
Program. Note: If you do not indicate otherwise, the account to which you are
transferring Shares will automatically be changed to full dividend reinvestment,
and all dividends on Shares relating to that account will be reinvested.
Participant Mailings
You will receive transaction advices for account activity and quarterly
statements listing all transactions in your account for that quarter.
Stock Splits
Any Shares distributed as a result of a stock dividend or stock split by SBC on
Shares held in your Plan account, or directly registered in your name in
certificate or direct registration form, will be added to your Plan account. The
processing of transactions under the Plan may be curtailed or suspended until
the completion of any stock dividend or stock split.
Rights Offering
Your entitlement in a rights offering is based upon your total holdings.
However, rights certificates, if any, would be issued for whole Shares only.
Rights based on a fraction of a Share held in your Plan account would be sold
and the net proceeds would be forwarded to you.
Voting
You will be sent one proxy card representing the Shares for which you hold
certificates (whether or not those Shares are enrolled in the Plan) and acting
as voting instructions for the Shares held in your Plan account. The proxy card,
when returned, will be voted as indicated on the card by you.
Tax Information
SBC believes the following is an accurate summary of the Federal income tax
consequences for you as of the date of this Prospectus:
(1) Cash dividends reinvested under the Plan will be taxable as having been
received by you, even though you have not actually received them in cash.
In addition, in the case of Shares purchased on the open market with
reinvested dividends or optional cash investments, the amount of brokerage
commissions paid by SBC on your behalf will be treated as a distribution
subject to income tax in the same manner as dividends. You will receive an
annual statement from the Plan Administrator indicating the amount
reported to the Internal Revenue Service of: (a) reinvested dividends to
be treated as dividend income, and (b) brokerage commissions paid by SBC
on your behalf. The tax basis per Share will be the price at which the
Shares are credited to your account as described above in the section
entitled "Source and Pricing of Shares".
(2) In general, if you fail to furnish a valid taxpayer identification number
to the Plan Administrator, dividend distributions will be subject to the
U.S. backup withholding. The dividends, less the amount of Federal income
tax required to be withheld, will then be reinvested.
(3) The rule stated in paragraph (1) above may not be applicable to certain
participants in the Plan, such as tax-exempt entities (i.e., pension
funds) and foreign shareholders. These particular participants should
consult their own tax advisors concerning the tax consequences applicable
to their situations.
(4) In the case of those foreign shareholders whose dividends are subject to
U.S. Federal income tax withholding, the amount of tax to be withheld will
be deducted from the amount of the dividend, and only the remaining amount
of the dividend will be reinvested.
This summary may not reflect every situation under Federal, state or local tax
laws that could result from participation in the Plan. For additional
information about the tax consequences applicable to your particular situation,
please consult your tax advisor.
Modification or Termination of the Plan
SBC reserves the right to suspend, modify or terminate the Plan at any time,
with or without notice. Upon termination of the Plan by SBC, certificates for
whole Shares held in your Plan account will be issued and any fractional Share
will be sold on your behalf.
RESPONSIBILITIES OF SBC
Neither SBC nor the Plan Administrator will be liable for any act done in good
faith or for any omission to act, including, without limitation, any claims of
liability 1) arising out of the failure to: terminate a Participant's Plan
account, sell shares in the Plan, or invest optional cash investments or
dividends, 2) with respect to the prices at which shares are purchased or sold
for the participant's accounts and the time such purchases or sales are made, 3)
for any fluctuation in the market value after purchase or sale of Shares or for
continuation of a participant's account until receipt by the Plan Administrator
of notice in writing of such participant's death.
You should recognize that SBC cannot assure you of a profit or protect you
against a loss on the Shares purchased by you under the Plan.
Although the Plan contemplates the continuation of quarterly dividend payments,
the payment of dividends is subject to the discretion of SBC's Board of
Directors. There can be no assurance that dividends will continue to be declared
in the future or, if declared, that they will not be increased or decreased.
USE OF PROCEEDS
To the extent purchases of Shares under the Plan by Participants are made from
Shares held by SBC, it is expected the net proceeds will be used for general
corporate purposes.
THE BANK OF NEW YORK IRA
Shareholders of SBC may elect to participate in the Plan through an Individual
Retirement Account ("IRA") offered by The Bank of New York. The IRA is
specifically designed to allow shareholders to make optional cash investments
through the IRA and reinvest dividends on Shares held in the IRA. You may open
an IRA by completing and signing an IRA Enrollment Form and returning it to The
Bank of New York, as custodian (The Bank of New York will be referred to as the
"Custodian" when acting in this capacity). The IRA is offered only to
shareholders of SBC who reside in the U.S. or its possessions and territories.
In order to establish an IRA, you must make a minimum initial contribution of
$250 or arrange to rollover an existing IRA or qualified plan distribution into
the IRA. Upon executing and delivering the IRA Enrollment Form to the Custodian,
together with your initial contribution or appropriate forms necessary to
rollover another IRA or qualified plan distribution, you will automatically be
enrolled in the Plan. The Custodian will invest the funds held in the IRA in the
Plan as an optional cash investment; however, the investment will not count
against the $120,000 annual optional cash investment limit. The initial
investment will be made no sooner than seven days after receipt of the IRA
Enrollment Form.
Other than the initial minimum enrollment requirement, the IRA must comply with
all other requirements of the Plan. In addition, to remain enrolled in the Plan,
each IRA must separately comply with the minimum enrollment requirements of the
Plan. Complete terms of the IRA are contained in the IRA enrollment package
available from the Custodian. After you have established your IRA, you may make
additional contributions to the IRA or rollover other IRAs or qualified plan
distributions.
Annual Maintenance Fee $35
Termination Fee $50
- ------------------------------------------------------------------------------
Effective March 2, 1998, the following fees will no longer apply: acceptance fee
($30), rollover fee ($10), and periodic payment fee ($25).
Service fees charged by the Custodian are in addition to any fees charged by the
Plan. The Custodian's fees are set forth above. If you do not pay the Custodian
fees separately, they will be deducted from your IRA by selling sufficient
shares or fractions thereof to cover the amount of such fees (in the case of the
Acceptance Fee, it will be deducted from the initial contribution or rollover).
For additional information and to obtain an IRA enrollment package, you may
contact the Custodian: The Bank of New York, Custodian, SBC Direct, P.O. Box
1689, Newark, NJ 07101, telephone number (800) 716-1520. IRA service
representatives are available to assist you from 8 a.m. to 5 p.m. Central Time,
Monday through Friday, excluding holidays.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee............$ 21.65
Printing and Distributing Registration Statement,
Prospectus, and Miscellaneous Material.....................275,000.00
Accountants= Fees and Expenses............................... 13,000.00
Miscellaneous Expenses....................................... 10,000.00
Total............................................$298,021.65
* Estimated
Item 15. Indemnification of Directors and Officers.
The laws of the State of Delaware provide for indemnification of any
person (the "Indemnitee"), under certain circumstances, against reasonable
expenses, including attorneys' fees, incurred in connection with the defense of
a civil, criminal, administrative or investigative proceeding (other than an
action by or in the right of SBC) to which such person has been made, or
threatened to have been made, a party by reason of the fact that he or she is or
was serving as a director, officer, employee or agent of SBC or by reason of the
fact that he or she is or was serving at the request of SBC as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Pursuant to the statutes, indemnity may be provided
for if the Indemnitee acted in good faith (and with respect to a criminal action
or proceeding, had no reason to believe his or her conduct was unlawful) and in
a manner reasonably believed to be in or not opposed to the best interests of
SBC. With respect to any threatened, pending or completed action or suit by or
in the right of SBC, the statute provides that SBC may indemnify against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement if the Indemnitee acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of SBC, except that no indemnification may be made if the Indemnitee
shall have been adjudged to be liable to SBC unless specific court approval is
obtained. The statute further provides that the indemnification provided
pursuant to it shall not be deemed exclusive of any rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareowners or disinterested directors or otherwise. The bylaws of SBC provide
that SBC shall indemnify, and advance expenses to, any director, officer,
employee or agent of SBC or any person serving as a director or officer of any
other entity at the request of SBC to the fullest extent permitted by law.
Under the statute, SBC may, and does, maintain insurance policies covering
SBC, any director or officer of SBC and any person serving at the request of SBC
as a director or officer of any other entity. These insurance policies generally
cover liabilities arising out of such service, including liabilities for which
any such person may not be indemnified by SBC.
In recognition of the directors' and officers' need for substantial
protection against personal liability in order to assure their continued service
to SBC in an effective manner, their reliance on the bylaws and to provide them
with specific contractual assurances that the protection promised by such bylaws
will be available to them, SBC has entered into indemnity agreements with each
of its directors and officers.
Each agreement specifies that SBC will indemnify the director or officer
to the fullest extent permitted by law, as soon as practicable after written
demand is presented, against any and all expenses and losses arising out of any
action, suit or proceeding, inquiry or investigation related to the fact that
the director or officer is or was a director, officer or employee, agent or
fiduciary of SBC or was serving another corporation, partnership or joint
venture in such a capacity at the request of SBC. Each agreement also provides
that SBC will promptly advance any expenses if requested to do so. Each director
and officer undertakes in the agreement to repay such advancements if it is
ultimately determined that he or she was not entitled to indemnification. The
right of any director or officer to indemnification in any case will be
determined by either the Board of Directors (provided that a majority of
directors are not parties to the claim), by a person or body selected by the
Board of Directors or, if there has been a change in control, defined in the
agreement generally to mean an acquisition by any person of 20 percent or more
of SBC's stock or a change in the identity of a majority of the Board of
Directors over a two-year period, by a special, independent counsel.
In each agreement, SBC commits to maintaining its insurance coverage of
directors and officers both in scope and amount at least as favorable as the
policies maintained as of the effective date of the agreement. In the event that
such insurance is not reasonably available or if it is determined in good faith
that the cost of the insurance is not reasonably justified by the coverage
thereunder or that the coverage thereunder is inadequate, SBC may discontinue
any one or more of such policies or coverages. In such event, SBC agrees to hold
harmless and indemnify directors and officers to the full extent of the coverage
which would otherwise have been provided if the insurance in effect on the
effective date of the agreements had been maintained. Each agreement will remain
effective so long as the director or officer is subject to liability for an
indemnifiable event (the "indemnification period"). Each agreement also provides
that if during the indemnification period the then existing directors and
officers have more favorable indemnification rights than those provided for in
the agreement, each director or officer shall be entitled to such more favorable
rights. The foregoing summary is subject to the detailed provisions of the
Delaware General Corporation Law, SBC's bylaws, and the agreements between SBC
and each of its directors and officers.
Item 16. Exhibits.
The exhibits identified in parentheses below, on file with the Securities
and Exchange Commission, are incorporated herein by reference as exhibits
hereto.
Exhibit
Number Description
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
23-b Consent of Coopers & Lybrand L.L.P., Independent Accountants
24-a Power of Attorney of Edward E. Whitacre, Jr.
24-b Power of Attorney of Royce S. Caldwell
24-c Powers of Attorney of Directors
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, (the "Securities Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the provisions
referred to in Item 15 or otherwise (excluding the insurance policies referred
to therein), the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to
this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the ACalculation of Registration Fee@ table in the
effective registration statement; and
(c) to include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in
paragraphs (a) and (b) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange
Act") that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
THE REGISTRANT:
Pursuant to the requirements of the Securities Act the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 20th day of January 1998.
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President,Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act, 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 Donald E. Kiernan,
Accounting Officer: Senior Vice President, Treasurer
and Chief Financial Officer
DIRECTORS:
Clarence C. Barksdale* By: /s/ Donald E. Kiernan
James E. Barnes* Donald E. Kiernan, as attorney-in-fact
August A. Busch III* for Mr. Whitacre, the Directors,
Royce S. Caldwell* and on his own behalf as Principal
Ruben R. Cardenas* Financial Officer and
William P. Clark* Principal Accounting Officer
Martin K. Eby, Jr.*
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman* January 20, 1998
Charles F. Knight*
Mary S. Metz*
Haskell M. Monroe, Jr.*
S. Donley Ritchey*
Richard M. Rosenberg*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
23-b Consent of Coopers & Lybrand L.L.P., Independent Accountants
24-a Power of Attorney of Edward E. Whitacre, Jr.
24-b Power of Attorney of Royce S. Caldwell
24-c Powers of Attorney of Directors
Exhibit 5
January 20, 1998
SBC Communications Inc.
175 E. Houston Street
San Antonio, Texas 78205
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended, (the "Act") of shares (the "Shares") of common stock, par value $1.00
per share, of SBC Communications Inc., a Delaware corporation ("SBC" or the
"Corporation"), and related stock purchase rights (the "Rights") to be issued
pursuant to the Rights Agreement, dated as of January 27, 1989, between SBC and
American Transtech, Inc. ("ATI"), as amended by the Amendment to the Rights
Agreement, dated as of August 5, 1992, by and among SBC, ATI, and The Bank of
New York ("BONY"), as successor Rights Agent, and as further amended by the
Second Amendment to Rights Agreement, dated as of June 15, 1994, by and between
SBC and BONY (as amended, the "Rights Agreement"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent of 16,000,000
Shares, which may be purchased pursuant to the Direct Stock Purchase
and Reinvestment Plan (the "Plan"), and, when the registration
statement on Form S-3 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 Plan and the
resolutions of the Board of Directors of SBC relating thereto, the
Shares will be legally and validly issued, fully paid and
nonassessable;
(2) Assuming that the Rights Agreement 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; and
(3) SBC has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
<PAGE>
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 SBC 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/ James D. Ellis
Exhibit 23-a
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3) and related Prospectus of SBC Communications Inc. for the registration of
1,000 shares of its common stock of our reports dated February 14, 1997 (except
Note 3, as to which the date is April 1, 1997), with respect to the consolidated
financial statements of SBC Communications Inc. included in or incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996,
and the related statement schedules included therein, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
January 15, 1998
Exhibit 23-b
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in the Registration Statement (Form
S-3) of SBC Communications Inc. pertaining to the registration of common shares
for a direct stock purchase and reinvestment plan of our report dated February
27, 1997 on our audits of the consolidated financial statements and financial
statement schedule of Pacific Telesis Group and Subsidiaries as of December 31,
1996 and 1995, and for each of the three years in the period ended December 31,
1996, which is included in Pacific Telesis Group's Annual Report on Form 10-K
for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
San Francisco, California
January 15, 1998
Exhibit 24-a
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., 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-3 for
the issuance of up to sixteen million (16,000,000) shares of the Corporation's
common stock pursuant to the Direct Stock Purchase and Reinvestment Plan (the
"Plan"); and
WHEREAS, the undersigned is an officer and a director of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints James D.
Ellis, Donald E. Kiernan, Alfred G. Richter, Jr., 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 19th day
of December 1997.
/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board and
Chief Executive Officer
Exhibit 24-b
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., 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-3 for
the issuance of up to sixteen million (16,000,000) shares of the Corporation's
common stock pursuant to the Direct Stock Purchase and Reinvestment Plan (the
"Plan"); and
WHEREAS, the undersigned is an officer and a director of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward
E. Whitacre, Jr., James D. Ellis, Donald E. Kiernan, Alfred G. Richter, Jr.,
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 19th day
of December 1997.
/s/ Royce S. Caldwell
Royce S. Caldwell
President - SBC Operations
and Director
Exhibit 24-c
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., 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-3 for
the issuance of up to sixteen million (16,000,000) shares of the Corporation's
common stock pursuant to the Direct Stock Purchase and Reinvestment Plan (the
"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, Alfred
G. Richter, Jr., 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 19th day of December 1997.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
/s/ August A. Busch III /s/ Ruben R. Cardenas
August A. Busch III Ruben R. Cardenas
Director Director
<PAGE>
/s/ William P. Clark /s/ Martin K. Eby, Jr.
William P. Clark Martin K. Eby, Jr.
Director Director
/s/ Herman E. Gallegos /s/ Jess T. Hay
Herman E. Gallegos Jess T. Hay
Director Director
/s/ Bobby R. Inman /s/ Charles F.Knight
Bobby R. Inman Charles F. Knight
Director Director
/s/ Mary S. Metz /s/ Haskell M. Monroe,Jr.
Mary S. Metz Haskell M. Monroe, Jr.
Director Director
/s/ S. Donley Ritchey /s/ Richard M. Rosenberg
S. Donley Ritchey Richard M. Rosenberg
Director Director
/s/ Patricia P. Upton
Patricia P. Upton
Director
