As filed with the Securities and Exchange Commission on October 8, 1999.
Registration No. 333-_________
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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 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, Ameritech Savings Plan For Salaried
Employees, Ameritech Savings and Security Plan For Non-Salaried
Employees, Ameritech Long Term Incentive Plan, Ameritech 1989
Long Term Incentive Plan, Ameritech Corporation Long-Term Stock
Incentive Plan, DonTech Profit Participation Plan, and
Old Heritage Advertising & Publishers, Inc. Profit Sharing Plan
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
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(1) Per Share (2) Offering Price (2) Fee
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Common Stock, 70,037,122 $50.969 $3,569,722,071 $992,382.74
par value $1.00 per share
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(1) Does not include: (a) an additional 9,311,040 shares of SBC Common
Stock being carried forward from Registration No. 333-45837 on Form S-4
pursuant to Rule 429 of the Securities Act (a registration fee of
$1,396,618.10 was previously paid with the filing of such registration
statement), (b) an additional 10,553,168 shares of SBC Common Stock being
carried forward from Registration No. 333-66105 on Form S-8 pursuant to
Rule 429 of the Securities Act (a registration fee of $446,329 was
previously paid with the filing of such registration statement), and (c)
an additional 25,098,670 shares of SBC Common Stock being carried forward
from Registration No. 333-44553 on Form S-3 pursuant to Rule 429 of the
Securities Act (a registration fee of $21.65 was previously paid with the
filing of such registration statement).
(2) 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 70,037,122 shares by
the average of the high and low price of the stock on October 1, 1999.
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 Statements No. 333-24295, 333-45837 and 333-66105 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, 1998; Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, and June 30, 1999; the description
of SBC's shares of common stock, contained in its Registration
Statement on Form 10, dated November 15, 1983; and SBC's Current
Reports on Form 8-K, dated January 8, 1999, January 21, 1999, and
June 17, 1999.
The following additional documents are hereby incorporated
by reference: the Annual Report on Form 11-K for the SBC Savings
Plan for the year ended December 31, 1998, the Annual Report on
Form 11-K for the SBC Savings and Security Plan for the year
ended December 31, 1998, Annual Report on Form 11-K for the SNET
Management Retirement Savings Plan for the year ended December
31, 1998, the Annual Report on Form 11-K for the SNET Bargaining
Unit Retirement Savings Plan for the year ended December 31,
1998, the Annual Report on Form 11-K for the Ameritech Savings
Plan for Salaried Employees for the year ended December 31, 1998,
the Annual Report on Form 11-K for the Ameritech Savings and
Security Plan for Non-Salaried Employees for the year ended
December 31, 1998, and the Annual Report on Form 11-K for the
DonTech Profit Participation Plan for the year ended December 31,
1998.
<PAGE>
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
<PAGE>
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
<PAGE>
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 Arthur Andersen LLP (Stanford, CT)
23-c Consent of Arthur Andersen LLP (Chicago, IL)
<PAGE>
23-d Consent of PricewaterhouseCoopers LLP (New York, NY)
23-e Consent of PricewaterhouseCoopers LLP (San Francisco,
CA)
23-f Consent of Perrin, Fordree & Company, P.C. (Troy, MI)
23-g Consent of James D. Ellis, Esq. (contained in opinion
filed as Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Power of Attorney of Officer/Director
24-c 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
<PAGE>
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.
<PAGE>
(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 8th day of October 1999.
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, and on
Royce S. Caldwell* his own behalf as Principal Financial
Ruben R. Cardenas* Officer and Principal Accounting Officer
William P. Clark*
Martin K. Eby, Jr.* October 8, 1999
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
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 8th day of October 1999.
SBC Savings Plan
SBC Savings and Security Plan
By SBC Communications Inc.,
Administrator for the Foregoing Plans
By: /s/ Karen E. Jennings
Karen E. Jennings
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 8th day of October 1999.
SNET Management Retirement Savings Plan
SNET Bargaining Unit Retirement Savings Plan
By Southern New England
Telecommunications Corporation,
Administrator for the Foregoing Plans
By: /s/ Tom E. Morgan
Tom E. Morgan
Chairman of the Board, President
and Chief Executive Officer
<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 Chicago,
State of Illinois, on the 8th day of October 1999.
Ameritech Savings Plan for Salaried Employees
Ameritech Savings and Security Plan for
Non-Salaried Employees
By Ameritech Corporation,
Administrator for the Foregoing Plans
By: /s/ Walter M. Oliver
Walter M. Oliver, Chairman
Ameritech Benefit Plan Committee
<PAGE>
THE PLAN:
Pursuant to the requirements of the Securities Act, the
administrator for the Plan 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 Chicago,
State of Illinois, on the 8th day of October 1999.
DonTech Profit Participation Plan
By DonTech,
Administrator for the Foregoing Plan
By: /s/ Robert Gross
Robert Gross
Vice President - Finance &
Chief Financial Officer
<PAGE>
THE PLAN:
Pursuant to the requirements of the Securities Act, the
administrator for the Plan 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 Chicago,
State of Illinois, on the 8th day of October 1999.
Old Heritage Advertising & Publishers, Inc.
Profit Sharing Plan
By Ameritech Corporation,
Administrator for the Foregoing Plan
By: /s/ Walter M. Oliver
Walter M. Oliver, Chairman
Ameritech Benefit Plan Committee
<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 Arthur Andersen LLP (Stanford, CT)
23-c Consent of Arthur Andersen LLP (Chicago, IL)
23-d Consent of PricewaterhouseCoopers LLP (New York, NY)
23-e Consent of PricewaterhouseCoopers LLP (San Francisco, CA)
23-f Consent of Perrin, Fordree & Company, P.C. (Troy, MI)
23-g Consent of James D. Ellis, Esq. (contained in
opinion filed as Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Power of Attorney of Officer/Director
24-c Powers of Attorney of Directors
Exhibit 5
October 8, 1999
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 of Common Stock, par value $1.00
per share (the "Shares"), of SBC Communications Inc., a Delaware
corporation ("SBC"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent of
115,000,000 Shares, which may be purchased pursuant to
the terms of the SBC Savings Plan, the SBC Savings and
Security Plan, the Pacific Telesis Group 1994 Stock
Incentive Plan, the Pacific Telesis Group Stock Option
and Stock Appreciation Rights Plan, the Pacific Telesis
Group Nonemployee 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,
the Ameritech Savings Plan for Salaried Employees, the
Ameritech Savings and Security Plan for Non-Salaried
Employees, the Ameritech Long Term Incentive Plan, the
Ameritech 1989 Long Term Incentive Plan, the Ameritech
Corporation Long-Term Stock Incentive Plan, the DonTech
Profit Participation Plan, and the Old Heritage
Advertising & Publishers, Inc. Profit Sharing 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) The provisions of the SBC Savings Plan, the SBC Savings
and Security Plan, the SNET Management Retirement
Savings Plan, the SNET Bargaining Unit Retirement
Savings Plan, the Ameritech Savings Plan for Salaried
Employees, the Ameritech Savings and Security Plan for
Non-Salaried Employees, the DonTech Profit
Participation Plan, and the Old Heritage Advertising &
Publishers, Inc. Profit Sharing Plan are in compliance
with the requirements of the Employee Retirement Income
Security Act of 1974 pertaining to such provisions; and
<PAGE>
(3) 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 shares of its common stock of
our reports (a) dated February 12, 1999, 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), (b) dated June 24, 1999, with
respect to the financial statements and supplemental schedules of
the SBC Savings Plan, and the SBC Savings and Security Plan, and
(c) dated May 26, 1999, with respect to the financial statements
schedules of the SNET Bargaining Unit Retirement Savings Plan and
the SNET Management Retirement Savings Plan included in each
Plan's Annual Report (Form 11-K), all for the year ended December
31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
October 4, 1999
Exhibit 23-b
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement (Form S-8) of our
reports dated March 31, 1998, with respect to the financial statements and
supplemental schedules included in Southern New England Telecommunication
Corporation's Annual Reports on Form 11-K for the SNET Management Retirement
Savings Plan and the SNET Bargaining Unit Retirement Savings Plan, both for the
year ended December 31, 1997, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Stanford, Connecticut
October 8, 1999
Exhibit 23-c
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement (Form S-8) of our
reports dated April 22, 1999, with respect to the financial statements and
supplemental schedules included in Ameritech Corporation's Annual Reports on
Form 11-K for the Ameritech Savings Plan for Salaried Employees and for the
Ameritech Savings and Security Plan for Non-Salaried Employees, both for the
year ended December 31, 1998, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 7, 1999
Exhibit 23-d
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 28, 1999, relating to the
financial statements of the DonTech Profit Participation Plan, which appears in
the Annual Report of Ameritech Corporation on Form 11-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
New York, New York
October 8, 1999
Exhibit 23-e
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of SBC Communication 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 Form 10-K for the
year ended December 31, 1997.
PricewaterhouseCoopers LLP
San Francisco, California
October 8, 1999
Exhibit 23-f
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated August 24, 1998,
of the Old Heritage Advertising & Publishers, Inc. Profit Sharing
Plan in this registration statement, incorporated by reference in
Ameritech Corporation's Form 10-K for the year ended December 31,
1997, and to all references to our firm included in this
registration statement.
PERRIN, FORDREE & COMPANY, P.C.
Troy, Michigan
October 8, 1999
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 one hundred four million
(104,000,000) shares of the Corporation's Common Stock; 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, Robert M. Lynch,
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 25th day of June 1999.
/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-8 for the
issuance of up to an additional one hundred four million
(104,000,000) shares of the Corporation's Common Stock; 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, Robert M. Lynch, 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 25th day of June 1999.
/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-8 for the
issuance of up to an additional one hundred four million
(104,000,000) 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, Robert M. Lynch, 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 25th day of June 1999.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
<PAGE>
/s/ August A. Busch III /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/ Toni Rembe
Mary S. Metz Toni Rembe
Director Director
/s/ S. Donley Ritchey /s/ Joyce M. Roche
S. Donley Ritchey Joyce M. Roche
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
