As filed with the Securities and Exchange Commission on October 26, 1998.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
SBC COMMUNICATIONS INC.
A DELAWARE CORPORATION IRS TAXPAYER NO. 43-1301883
175 E. Houston, San Antonio, Texas 78205-2233
Attn: Judith Sahm, (210) 821-4105
____________________
SBC SAVINGS PLAN
SBC SAVINGS AND SECURITY PLAN
PACIFIC TELESIS GROUP SUPPLEMENTAL RETIREMENT AND
SAVINGS PLAN FOR NONSALARIED EMPLOYEES
PACIFIC TELESIS GROUP 1994 STOCK INCENTIVE PLAN
PACIFIC TELESIS GROUP STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN
PACIFIC TELESIS GROUP NONEMPLOYEE DIRECTOR
STOCK OPTION PLAN
SNET MANAGEMENT RETIREMENT SAVINGS PLAN
SNET BARGAINING UNIT RETIREMENT SAVINGS PLAN
SNET 1986 STOCK OPTION PLAN
SNET 1995 STOCK INCENTIVE PLAN
____________________
<PAGE>
Name, address and telephone Please send copies of all
number of agent for service: communications to:
Judith Sahm Wayne Wirtz, Esq.
SBC Communications Inc. SBC Communications Inc.
175 E. Houston, 11th Floor 175 E. Houston, 12th Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 821-4105 (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, 38,000,000 $ 42.25 $ 1,605,500,000 $ 446,329
par value $1.00
per share (2)
(1) The price per share was calculated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee. The maximum aggregate
offering price was computed by multiplying 38,000,000 shares by the
average of the high and low price of the stock on the 19th of October 1998.
(2) Includes rights attached pursuant to the registrant's Rights Agreement.
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.
Prospectuses used in connection herewith also relate to Registration Statement
No. 333-24295 pursuant to Rule 429.
<PAGE>
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents containing
the information specified by Part I of Form S-8 will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by SBC Communications Inc. ("SBC")
with the Securities and Exchange Commission (the "SEC") (File No. 1-8610) and
are incorporated herein by reference: Annual Report on Form 10-K for the year
ended December 31, 1997; Amendment No. 1 to the 1997 SBC 10-K on Form 10-K/A,
filed June 23, 1998; Amendment No. 2 to the 1997 SBC 10-K on Form 10-K/A, filed
June 26, 1998; Quarterly Report on Form 10-Q for the quarters ended March 31,
1998, and June 30, 1998; the description of SBC's shares of common stock,
contained in its Registration Statement on Form 10, dated November 15, 1983; the
description of SBC's Preferred Stock Purchase Rights contained in SBC's Form
8-A, dated February 9, 1989, together with amendments thereto; and SBC's Current
Reports on Form 8-K, dated January 5, 1998, February 5, 1998, May 11, 1998, and
October 15, 1998.
The following additional documents are hereby incorporated by reference:
Annual Report on Form 11-K for the SNET Management Retirement Savings Plan for
the year ended December 31, 1997 and the Annual Report on Form 11-K for the SNET
Bargaining Unit Retirement Savings Plan for the year ended December 31, 1997.
All documents filed by SBC or any of the plans described on the cover
page of this Registration Statement pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, ("Exchange Act")
subsequent to the filing of this Registration Statement, and prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement 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 Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein 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
Registration Statement.
Item 4. Description of Capital Stock
Not applicable; SBC's Common Stock is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. 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 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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 PricewaterhouseCoopers L.L.P. (San Francisco, CA)
23-c Consent of Arthur Andersen L.L.P. (Stamford, CT)
23-d Consent of James D. Ellis, Esq. (contained in opinion filed as
Exhibit 5)
24-a Power of Attorney of Officer/Directors
24-b Powers of Attorney of Directors
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 6 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 end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC 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 "Calculation of Registration Fee" table
in the effective registration statement.;
(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 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 such post-effective amendment 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
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
<PAGE>
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-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, State of Texas, on the 26th day of
October 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 Accounting Officer: Donald E. Kiernan
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 Principal
William P. Clark* Accounting Officer
Martin K. Eby, Jr.*
Herman E. Gallegos* October 26, 1998
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Haskell M. Monroe, Jr.*
Toni Rembe*
S. Donley Ritchey*
Richard M. Rosenberg*
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, the administrator
for the Plans set forth below has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Antonio, State of Texas, on the 26th day of October 1998.
SBC Savings Plan
SBC Savings and Security Plan
Pacific Telesis Group Supplemental Retirement
and Savings Plan for Nonsalaried Employees
By SBC Communications Inc.,
Administrator for the Foregoing Plans
By: /s/ Cassandra C. Carr
Cassandra C. Carr
Senior Vice President - Human Resources
<PAGE>
THE PLAN:
Pursuant to the requirements of the Securities Act, the administrator
for the Plans set forth below has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New Haven, State of Connecticut, on the 26th day of October 1998.
SNET Management Retirement Savings Plan
SNET Bargaining Unit Retirement Savings Plan
By Southern New England
Telecommunications Corporation,
Administrator for the Foregoing Plans
By: /s/ Karin D. Mayhew
Karin D. Mayhew
Senior Vice President - Organization
Development
<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 PricewaterhouseCoopers L.L.P. (San Francisco, CA)
23-c Consent of Arthur Andersen L.L.P. (Stamford, CT)
23-d Consent of James D. Ellis, Esq. (contained in opinion filed as
Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Powers of Attorney of Directors
Exhibit 5
October 26, 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
(the "Act") of shares (the "Shares") of Common Stock, par value $1.00 per
share, of SBC Communications Inc., a Delaware corporation (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 38,000,000
Shares, which may be purchased pursuant to the terms of the SBC
Savings Plan, the SBC Savings and Security Plan, the Pacific
Telesis Group Supplemental Retirement and Savings Plan for
Non-Salaried Employees, the Pacific Telesis Group 1994 Stock
Incentive Plan, the Pacific Telesis Group Stock Option and Stock
Appreciation Rights Plan, the Pacific Telesis Group Non-Employee
Director Stock Option Plan, the SNET Management Retirement Savings
Plan, the SNET Bargaining Unit Retirement Savings Plan, the SNET
1986 Stock Option Plan, and the SNET 1995 Stock Incentive Plan
(collectively, the "Plans"), and, when the registration statement
on Form S-8 relating to the Shares to be issued pursuant to the
Plans (the "Registration Statement") has become effective under
the Act, upon issuance of such Shares and payment therefore in
accordance with the Plans 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;
(3) The provisions of the SBC Savings Plan, the SBC Savings and
Security Plan, the Pacific Telesis Group Supplemental Retirement
and Savings Plan for Non-Salaried Employees, the SNET Management
Retirement Savings Plan, and the SNET Bargaining Unit Retirement
Savings Plan are in compliance with the requirements of the
Employee Retirement Income Security Act of 1974 pertaining to such
provisions; and
(4) SBC 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 federal 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-8) of SBC Communications Inc. pertaining to the
registration of 38,000,000 shares of its common stock of our reports (a)
dated February 20, 1998, with respect to the consolidated financial
statements and schedules of SBC Communications Inc. included in or
incorporated by reference in its Annual Report (Form 10-K) and (b) dated June
19, 1998, with respect to the financial statements and supplemental schedules
of the SBC Savings Plan, the SBC Savings and Security Plan, the Pacific
Telesis Group Supplemental Retirement and Savings Plan for Salaried
Employees, and the Pacific Telesis Group Supplemental Retirement and Savings
Plan for Nonsalaried Employees included in each Plan's Annual Report (Form
11-K), all for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
October 21, 1998
Exhibit 23-b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of SBC Communications Inc. on Form S-8 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 for each of the two years in the period then
ended, which is included in SBC's Annual Report on the Form 10-K for the
year ended December 31, 1997.
PricewaterhouseCoopers L.L.P.
San Francisco, California
October 21, 1998
Exhibit 23-c
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated June 18, 1998, incorporated by reference in Southern New England
Telecommunications Corporation's Form 10-K for the year ended December 31,
1997, and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN L.L.P.
Stamford, Connecticut
October 23, 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-8 for the issuance of up to an additional thirty-eight million
(38,000,000) shares of the Corporation's Common Stock; and
WHEREAS, each of the undersigned is an officer and a director of
the Corporation;
NOW, THEREFORE, each of 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, each of the undersigned has hereunto set his
hand the 31st day of July 1998.
/s/ Edward E. Whitacre, Jr. /s/ Royce S. Caldwell
Edward E. Whitacre, Jr. Royce S. Caldwell
Chairman of the Board and President-SBC Operations
Chief Executive Officer and Director
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-8 for the issuance of up to an additional thirty-eight million
(38,000,000) shares of the Corporation's Common Stock; 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 the
undersigned's office and capacity 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 31st day of July 1998.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
/s/ August A. Busch /s/ Ruben R. Cardenas
August A. Busch III Ruben R. Cardenas
Director Director
/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/ Toni Rembe /s/ S. Donley Ritchey
Toni Rembe S. Donley Ritchey
Director Director
/s/ Richard M. Rosenberg /s/ Carlos Slim Helu
Richard M. Rosenberg Carlos Slim Helu
Director Director
/s/ Patricia P. Upton
Patricia P. Upton
Director
