Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
A Connecticut I.R.S. Employer
Corporation No. 06-1157778
227 Church Street, New Haven, Connecticut 06510
Telephone Number 203 771-5200
SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Agent for Service
MADELYN M. DEMATTEO
Vice President, General Counsel and Secretary
227 Church Street, New Haven, Connecticut 06510
Telephone Number 203 771-2110
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box X
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
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of each class + Amount + offering + aggregate + Amount of
of securities + to be + price + offering + registration
to be registered + registered + per share + price + fee
Common Stock +5,000,000shs.+ $33.0625 + $165,312,500 + $57,005
($1 Par Value)
* Pursuant to Rule 457(c), the proposed maximum offering price
per share of $33.0625 was derived from calculating the average
of the high and low sale prices for the registrant's common
stock as recorded on May 30, 1995 on the New York Stock
Exchange Composite Transactions.
Prospectus herein also relates to Registration No. 33-6320
pursuant to Rule 429.
PROSPECTUS
===========================================================
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Shareholder Dividend Reinvestment and Stock
Purchase Plan ("Plan") of Southern New England
Telecommunications Corporation ("Corporation") provides
holders of shares of the Corporation's common stock
("Common Shares") with a simple and convenient method of
purchasing additional Common Shares without payment of any
brokerage commission or service charge. Any holder of
record of Common Shares is eligible to join the Plan.
Investment options offered under the Plan are:
Full Dividend Reinvestment - Reinvest dividends
on all Common Shares held. Participants may
also make optional cash payments up to an
aggregate of $10,000 per quarter.
Optional Cash Payments Only - Invest by making
optional cash payments at any time in any
amount up to an aggregate of $10,000 per
quarter without reinvesting dividends on Common
Shares held.
The price of Common Shares purchased by participants in
the Plan depends upon whether shares are newly issued by
the Corporation or purchased by an independent agent in the
open market. The price of shares newly issued by the
Corporation will be the average of the high and low sale
prices of the Common Shares on the New York Stock Exchange
on the dividend payment date. The price of shares
purchased by an independent agent will be the average price
paid by that agent.
This Prospectus relates to authorized and unissued
Common Shares registered for purchase under the Plan, which
shares, at the sole discretion of the Corporation, may be
newly issued shares, shares purchased in the open market by
an agent independent of the Corporation, or a combination
of both. It is suggested that this Prospectus be retained
for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Dated May 31, 1995
AVAILABLE INFORMATION
The Corporation is subject to the informational
requirements of the Securities Exchange Act of 1934
("Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the
Securities and Exchange Commission ("SEC"). Such
reports, proxy statements and other information filed by
the Corporation can be inspected and copied at the
public reference facilities of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, as well as the following SEC Regional Offices:
7 World Trade Center, Suite 1300, New York, NY 10048; and
500 W. Madison Street, Suite 1400, Chicago, IL 60661.
Such material can also be inspected at the New York and
Pacific Stock Exchanges on which the Common Shares are
listed. 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.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the
Corporation with the SEC (File No. 1-9157) and are
incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994;
(2) The Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995;
(3) The Corporation's Current Reports on Form
8-K dated January 24, 1995, April 20, 1995,
and May 18, 1995; and
(4) The description of the Common Shares
contained in Form 8-B dated May 21, 1986 and
Form 8-K dated February 11, 1987.
All documents filed by the Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus 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 by reference herein or in any
prospectus supplement 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 the above documents (excluding exhibits to
such documents, unless such exhibits are specifically
incorporated by reference therein) and of the
Corporation's 1994 Annual Report to Shareholders may be
obtained upon written or oral request without charge by
each person, including beneficial owners, to whom this
Prospectus is delivered, from the Director-Investor
Relations of the Corporation, Shareholder Services
Center, 1st Floor, 300 George Street, New Haven,
Connecticut 06511 (telephone number 1-800-243-1110).
2
THE CORPORATION
The Corporation was incorporated in 1986 under the laws of the
State of Connecticut and has its principal executive offices at
227 Church Street, New Haven, Connecticut 06510 (telephone number
(203) 771-5200).
TABLE OF CONTENTS
Available Information 2
Incorporation of Documents by Reference 2
The Corporation 3
The Plan 3
Purpose 3
Advantages 4
Administration 4
Participation 4
Costs 5
Purchases 5
Optional Cash Payments 6
Reports to Participants 6
Dividends 6
Certificates for Common Shares 7
Termination 7
Other Information 8
Use of Proceeds 10
Legal Opinion 10
Experts 10
Indemnification of Directors and Officers 10
SHAREHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the
provisions of the Shareholder Dividend Reinvestment and Stock
Purchase Plan of the Corporation.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of
Common Shares with a simple and convenient method of investing
cash dividends and optional cash payments in additional Common
Shares at a price equal to market value, without payment of any
brokerage commission or service charge. The Common Shares
purchased from the Corporation with reinvested cash dividends and
supplemental cash payments will, at the option of the
Corporation, be newly issued shares, shares purchased in the open
market by an independent agent, or a combination of both.
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Advantages
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) have cash dividends on their Common Shares
automatically reinvested;
(b) continue to receive their cash dividends on Common
Shares registered in their names and invest by
making optional cash payments up to an aggregate
of $10,000 per quarter; or
(c) invest both their cash dividends and such optional
cash payments.
No commission or service charge is paid by participants in
connection with purchases under the Plan. Full investment of
funds is possible under the Plan because the Plan permits
fractions of Common Shares, as well as full Common Shares, to be
credited to a participant's account. In addition, dividends in
respect of such fractions, as well as full Common Shares, will be
credited to a participant's account. Dividends on Common Shares
in the participant's account are automatically reinvested in
additional Common Shares. The Corporation assures safekeeping of
Common Shares credited to a participant's account under the Plan
since certificates for such Common Shares are not issued unless
requested by the participant. Regular quarterly statements of
account provide simplified recordkeeping.
Administration
3. Who administers the Plan for participants?
The Corporation administers the Plan for participants, keeps
records, sends quarterly statements of account to participants
and performs other duties relating to the Plan.
Participation
4. How does a shareholder participate?
All holders of record of Common Shares are eligible to
participate in the Plan. A holder of record of Common Shares may
join the Plan by completing and signing the Authorization Form
and returning it to the Corporation. A return envelope is
provided for this purpose. An Authorization Form may be obtained
at any time by written request to Southern New England
Telecommunications Corporation Shareholder Services, P. O. Box
1101, New Haven, Connecticut 06504, or by calling the Corporation
toll free at 1-800-243-1110 from anywhere in the continental
United States; if within the New Haven area, call 771-6542.
5. When may a shareholder join the Plan?
A holder of record of Common Shares may join the Plan at any
time. An optional cash payment may be made when joining by
enclosing a check or money order (payable in United States
dollars) with the Authorization Form.
The Authorization Form must be received by the twentieth day
of the month preceding the month in which a dividend is paid in
order to reinvest that dividend. Any optional cash payments
received prior to the dividend payment date will be invested on
such dividend payment date.
For example, in the case of a July 15 dividend, if the
Authorization Form is received by the Corporation not later than
June 20, the July 15 dividend would be reinvested-if the
Authorization Form is received after June 20 the first dividend
reinvested would be the October dividend. However, any optional
cash payments received before July 15 would be invested on July
15.
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6. What does the Authorization Form provide?
The Authorization Form provides for the purchase of
additional Common Shares through the following investment options
offered under the Plan:
FULL DIVIDEND REINVESTMENT - Reinvest dividends on all Common
Shares held by a participant. Optional cash payments in
any amount up to an aggregate of $10,000 per quarter may
also be invested.
OPTIONAL CASH PAYMENTS ONLY - Invest by making optional
cash payments at any time in any amount up to an aggregate
of $10,000 per quarter without reinvesting dividends on
Common Shares held.
Cash dividends on Common Shares credited to the participant's
account under the Plan are automatically reinvested to purchase
additional Common Shares.
7. How may a participant change options under the Plan?
A participant may change the investment option at any time by
signing a new Authorization Form and returning it to the
Corporation. An Authorization Form may be obtained at any time.
(See Question 4 for address and telephone number.) Any change in
option with respect to reinvestment of dividends must be received
by the Corporation by the twentieth day of the month preceding a
dividend payment date to allow sufficient time for processing.
Costs
8. Are there any expenses to participants in connection with
purchases under the Plan?
No. Participants pay no brokerage fees. Any and all fees,
commissions and expenses incurred in administration of the Plan
are paid by the Corporation.
Purchases
9. How many Common Shares will be purchased for participants?
Each participant's account will be credited with that number
of Common Shares, including fractions computed to three decimal
places, equal to the total amount to be invested divided by the
purchase price.
10. What will be the price of Common Shares purchased under the
Plan?
The price of Common Shares newly issued by the Corporation on
any dividend payment date will be the average of the high and low
sale prices for such Common Shares on the New York Stock Exchange
(the ''NYSE'') on the dividend payment date (or the next
preceding day on which there is a sale of Common Shares on the
NYSE if there are no sales of such Common Shares on the dividend
payment date). The price of Common Shares purchased in open
market transactions will be the average price paid by an
independent agent who will obtain them during the 2 week period
preceding each dividend payment date. No Common Shares will be
sold under the Plan at less than the $1.00 par value of such
Common Shares. In the event the purchase price of the Common
Shares is below par value, the dividend for that payment period
will be sent to the shareholder and any optional cash payments
received will be refunded.
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Optional Cash Payments
11. How does the cash payments option work?
On each dividend payment date any optional cash payments
received from the participant prior to such dividend payment date
will be applied by the Corporation to the purchase of additional
Common Shares. Dividends on Common Shares registered in the
participant's name will also be invested unless the participant
has checked the "optional cash payments only" box on the
Authorization Form. Dividends payable on Common Shares credited
to the account of the participant under the Plan will be
reinvested in additional Common Shares.
12. How are optional cash payments made?
The option to make cash payments is available to each
participant each quarter. Optional cash payments by a participant
cannot exceed an aggregate of $10,000 per quarter.
An optional cash payment may be made by a participant when
enrolling by enclosing a check or money order (payable in United
States dollars) with the Authorization Form. Thereafter, to
insure the proper crediting of accounts, such payments should be
made through the use of cash payment forms sent to participants
by the Corporation. The same amount of money need not be sent
each quarter and there is no obligation to make an optional cash
payment each quarter.
If a participant wishes to make optional cash payments on a
regular basis, the Corporation will, on request, mail to the
participant a notice shortly before each dividend payment date as
a reminder of the time to make the cash payment.
13. When will optional cash payments received by the Corporation
be invested?
Optional cash payments received on or after a given dividend
payment date will be held by the Corporation until the next
dividend payment date. (Dividend payment dates ordinarily are the
fifteenth of January, April, July and October.) No Interest Will
Be Paid By The Corporation On Cash Payments. Optional cash
payments will be returned if written notification is received by
the Corporation not later than the day preceding the dividend
payment date.
Reports To Participants
14. What reports will be sent to participants in the Plan?
Each participant in the Plan will receive a quarterly
statement of account. These statements are a participant's
continuing record of the cost of purchases and should be retained
for income tax purposes. In addition, each participant will
receive a Prospectus for the Plan and copies of the same
communications sent to every other registered holder of Common
Shares.
Dividends
15. Will a participant's account be credited with dividends on
fractions of Common Shares?
Yes. A participant's account will be credited with dividends
on fractions of Common Shares.
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Certificates For Common Shares
16. Will certificates be issued for Common Shares purchased?
Common Shares purchased under the Plan will be registered in
the name of the Corporation, as agent for participants in the
Plan, and certificates for such Common Shares will not be issued
to participants unless requested. The number of Common Shares
credited to an account under the Plan will be shown on the
participant's quarterly statement of account. This protects
against loss, theft or destruction of stock certificates.
Certificates for any number of whole Common Shares credited
to an account under the Plan will be issued within ten business
days after receipt of a written request from a participant who
wishes to remain in the Plan. This request should be mailed to
Southern New England Telecommunications Corporation Shareholder
Services, P. O. Box 1101, New Haven, Connecticut 06504. Any
remaining full Common Shares and fractions of a Common Share will
continue to be credited to the participant's account.
Common Shares credited to the account of a participant under
the Plan may not be pledged. A participant who wishes to pledge
such Common Shares must request that certificates for such Common
Shares be issued in the participant's name.
Certificates for fractions of Common Shares will not be
issued under any circumstances.
17. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which
certificates of the participants were registered at the time they
entered the Plan. Certificates for whole Common Shares will be
similarly registered when issued.
Termination
18. How is participation in the Plan terminated?
In order to terminate participation in the Plan, a
participant must send a written request to Southern New England
Telecommunications Corporation Shareholder Services, P.O. Box
1101, New Haven, Connecticut 06504. When participation in the
Plan is terminated, whole Common Shares in a participant's
account under the Plan will be credited to that shareholder's
account in book-entry form, unless the participant requests stock
certificates and a cash payment will be made for any fraction of
a Common Share, based on the current market price of Common
Shares less any related brokerage fees and any transfer tax.
Upon termination from the Plan, the participant may request that
all of the Common Shares be sold. Normally, the sale will be
made for the account of the participant by an independent
fiduciary institution designated by the Corporation, within seven
business days after receipt of the request. The participant will
receive the proceeds of the sale less any brokerage fees and any
transfer tax.
19. When may participation in the Plan be terminated?
Participation in the Plan may be terminated at any time.
20. When may an investment for a dividend payment date be
stopped?
Without terminating participation in the Plan, a shareholder
may stop all investment on a dividend payment date if written
instructions to stop such investment are received not later than
the day preceding the dividend payment date.
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Other Information
21. What happens when a participant sells or transfers all of the
Common Shares registered in the participant's name?
If a participant disposes of all Common Shares registered in
the participant's name, the Corporation will continue to reinvest
the dividends on the Common Shares credited to the participant's
account under the Plan until otherwise notified. However, if the
Plan account in such a case is credited with less than one full
Common Share, the Corporation reserves the right to close the
account and remit to the participant the value of such fractional
Common Share determined in accordance with the procedure for the
payment for fractional Common Shares described in answer to
Question 18.
22. What happens if the Corporation issues a stock dividend or
declares a stock split?
Any Common Shares distributed as a result of a stock dividend
or stock split by the Corporation on Common Shares credited to
the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split Common Shares
distributed on Common Shares registered in the name of the
participant will be credited to that shareholder's account in
book-entry form in the same manner as to shareholders who are not
participating in the Plan.
23. How will a participant's Common Shares be voted at meetings
of shareholders?
Any Common Shares held in the Plan for a participating
shareholder will be voted as the shareholder directs.
Participating shareholders will receive a single proxy covering
all Common Shares registered in their names as well as all whole
Common Shares credited to their accounts under the Plan. If no
Common Shares are registered in a participant's name, a proxy
card will be furnished to the participant for whole Common Shares
credited to the participant's account under the Plan.
If no instructions are received on a proxy card returned,
properly signed, with respect to any item thereon, all of a
participant's Common Shares-those registered in the participant's
name, if any, and those credited to the participant's account
under the Plan-will be voted in the same manner as for non-
participating shareholders who return proxies and do not provide
instructions, in accordance with the recommendations of the
Corporation's Board of Directors. If the proxy card is not
returned or if it is returned unsigned, none of the participant's
Common Shares will be voted unless the participant votes in
person.
24. What are the Federal income tax consequences of participation
in the Plan?
A ruling was received from the Internal Revenue Service
concerning Federal income tax consequences for Plan participants.
Under the ruling:
(1) A participant in the Plan will be treated for
Federal income tax purposes as having received, on the
dividend payment date, a dividend equal to the full
amount of the cash dividend otherwise payable to the
participant on such date with respect to the
participant's Common Shares and the tax basis of Common
Shares credited to the participant's account will equal
the amount of such dividend. The tax basis of Common
Shares purchased with an optional cash payment and
credited to the participant's account will be the amount
of such optional cash payment.
(2) A participant's holding period for Common Shares
credited to the participant's Plan account begins on the
day following the dividend payment date.
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(3) A participant will not realize any taxable income
when the participant either receives book-entry credits
or stock certificates for whole Common Shares credited
to the participant's account, either upon the
participant's request for certain of those Common Shares
or upon termination of participation in or termination
of the Plan.
(4) A participant will realize gain or loss when Common
Shares are sold or exchanged, whether pursuant to the
participant's request upon termination of participation
in the Plan (see Question 18) or by the participant
after receipt of Common Shares from the Plan, and, in
the case of a fractional Common Share, when the
participant receives a cash adjustment for a fraction of
a Common Share credited to the participant's account
upon termination of participation in or termination of
the Plan; and the amount of such gain or loss will be
the difference between the amount which the participant
receives for the Common Shares or fraction of a Common
Share, and the tax basis therefor.
25. What are the effects of the Interest and Dividend Tax
Compliance Act of 1983 on the Plan?
If a participant has failed to furnish a valid taxpayer
identification number to the Corporation, unless the participant
is exempt from the withholding requirements described in section
3406 of the Internal Revenue Code, then the Corporation must
withhold 31% from the amount of Common Share dividends, the
proceeds of the sale of fractional Common Shares and the proceeds
of any sale of whole Common Shares. In addition, section 3406 of
the Internal Revenue Code provides that if a new participant, who
enrolls after December 31, 1983, fails to certify that such
participant is not subject to withholding on interest and
dividend payments, then 31% must be withheld from the amount of
Common Share dividends. The withheld amounts will be deducted
from the amount of dividends and the remaining amount will be
reinvested.
26. What is the responsibility of the Corporation under the Plan?
The Corporation, in administering the Plan, will not be
liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of notice
in writing of such death.
Participants should recognize that the Corporation cannot
assure them of a profit or protect them against a loss on Common
Shares purchased by them under the Plan.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of future dividends will depend
upon future earnings, the financial condition of the Corporation
and other factors.
27. May the Plan be changed or discontinued?
The Corporation reserves the right to suspend, modify or
terminate the Plan at any time. All participants will receive
notice of any such suspension, modification or termination. Upon
termination of the Plan by the Corporation, either book-entry
credits or certificates for whole Common Shares credited to a
participant's account under the Plan will be issued and a cash
payment will be made for any fraction of a Common Share.
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USE OF PROCEEDS
The Corporation does not know either the number of Common
Shares that will ultimately be purchased under the Plan or the
prices at which such Common Shares will be sold. The Corporation
intends to apply such proceeds as are received for the
construction of plant and facilities and for expansion and
improvement of telephone services provided by the Corporation;
for investment in its unregulated subsidiaries; and for general
corporate purposes. The Corporation is unable to determine the
amount of the proceeds which will be allocated to each of these
purposes.
LEGAL OPINION
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
of the Corporation, provided the opinion on the validity of the Common
Shares being registered herein. As of May 18, 1995, Ms. DeMatteo
owned 13,798 Common Shares and has options to acquire 69,550
additional Common Shares.
EXPERTS
The consolidated financial statements and financial statement
schedule of the Corporation incorporated by reference or included in
the Annual Report on Form 10-K for the fiscal year ended December 31,
1994 are incorporated herein by reference in reliance upon the reports
of Coopers & Lybrand L.L.P., independent accountants, given on their
authority as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general statutes of the State of Connecticut specify when a
Connecticut corporation shall indemnify any shareholder, director,
officer, employee or agent. Generally, the Connecticut statute (Conn.
Gen. Stat. 33-320a) provides that in order to be indemnified the
shareholder, director, officer, employee or agent (1) must not have been
adjudged to have breached his duty to the corporation or (2) must have
acted in good faith and in a manner he reasonably believed to be in
the best interests of the corporation and, with respect to any
criminal action or proceeding, he must have had no reasonable cause to
believe his conduct was unlawful.
As permitted under Section 33-290 of the Connecticut General
Statutes, the registrant's certificate of incorporation (subject to
certain specified exceptions involving violations of law, self-
dealing, lack of good faith, abdication of duty, and illegal
distributions and improper loans) limits the personal liability of its
directors for monetary damages to the registrant or its shareholders
for a breach of duty as a director to the amount of compensation
received by the director for serving the registrant during the year of
violation.
The directors and officers of the registrant are covered by
insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against
which they cannot be indemnified by the registrant.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee.... $ 57,005
Printing of Prospectus............................ 20,000 *
Accountant's Fees................................. 1,500 *
Legal Fees........................................ 1,000 *
Miscellaneous Expenses............................ 18,000 *
Total.......................................... $ 97,505 *
*Estimated.
Item 15. Indemnification of Directors and Officers.
The general statutes of the State of Connecticut specify when
a Connecticut corporation shall indemnify any shareholder,
director, officer, employee or agent. Generally, the
Connecticut statute (Conn. Gen. Stat. 33-320a) provides that in
order to be indemnified the shareholder, director, officer,
employee or agent must not have been adjudged to have breached
his duty to the corporation or must have acted in good faith and
in a manner he reasonably believed to be in the best interests
of the corporation and, with respect to any criminal action or
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful.
As permitted under Section 33-290 of the Connecticut General
Statutes, the Corporation's certificate of incorporation
(subject to certain specified exceptions involving violations of
law, self-dealing, lack of good faith, abdication of duty, and
illegal distributions and improper loans) limits the personal
liability of its directors for monetary damages to the
Corporation or its shareholders for a breach of duty as a
director to the amount of compensation received by the director
for serving the Corporation during the year of violation.
The directors and officers of the registrant are covered by
insurance policies indemnifying them against certain
liabilities, including certain liabilities arising under the
Securities Act of 1933, which might be incurred by them in such
capacities and against which they cannot be indemnified by the
registrant.
Item 16. Exhibits.
Exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number Description
4 Rights Agreement dated February 11, 1987 between
Southern New England Telecommunications Corporation and
The State Street Bank and Trust Company, as Rights Agent
(Exhibit 1 to Form SE dated 2/13/87-1, File No. 1-9157).
Amendment No. 1 dated December 13, 1989 (Exhibit 4 to
Form SE dated 12/28/89, File No. 1-9157). Amendment No.
2 dated October 10, 1990 (Exhibit 4 to Form SE dated
10/12/90, File No. 1-9157).
A-1
5 Opinion of Madelyn M. DeMatteo, Vice President, General
Counsel and Secretary as to the legality of the
securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of Madelyn M. DeMatteo, Vice President,
General Counsel and Secretary is contained in Exhibit 5.
24 Powers of Attorney.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, and 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 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.
A-2
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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.
A-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and 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 31st day of
May, 1995.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
By: /s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officer: #
#
D. J. Miglio* #
Chairman, President and Chief #
Executive Officer and Director #
#
Principal Financial Officer: #
#
Donald R. Shassian* #
Senior Vice President and #
Chief Financial Officer #
#
Principal Accounting Officer: #
#
J. A. Sadek* #
Vice President and Comptroller #
#
Directors: # By: /s/ Madelyn M. DeMatteo
# Madelyn M. DeMatteo
F. G. Adams* # as Attorney-in-Fact
William F. Andrews* #
Richard H. Ayers* #
Zoe Baird* #
R. L. Bennett* #
Barry M. Bloom* # * by power of attorney
F. J. Connor* #
W. R. Fenoglio* #
Claire L. Gaudiani* # May 31, 1995
J. R. Greenfield* #
Burton G. Malkiel* #
Frank R. O'Keefe, Jr. #
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number Description
4 Rights Agreement dated February 11, 1987 between
Southern New England Telecommunications Corporation and
The State Street Bank and Trust Company, as Rights Agent
(Exhibit 1 to Form SE dated 2/13/87-1, File No. 1-9157).
Amendment No. 1 dated December 13, 1989 (Exhibit 4 to
Form SE dated 12/28/89, File No. 1-9157). Amendment No.
2 dated October 10, 1990 (Exhibit 4 to Form SE dated
10/12/90, File No. 1-9157).
5 Opinion of Madelyn M. DeMatteo, Vice President, General
Counsel and Secretary as to the legality of the
securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of Madelyn M. DeMatteo, Vice President,
General Counsel and Secretary is contained in Exhibit 5.
24 Powers of Attorney.
May 25, 1995
Southern New England Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06510
Re: Registration Statement on Form S-3 relating to
Southern New England Telecommunications Corporation
Shareholder Dividend Reinvestment and Stock Purchase
Plan
Gentlemen:
With reference to the Registration Statement on Form S-3
("Registration Statement") to be filed by Southern New
England Telecommunications Corporation, a Connecticut
corporation ("Corporation"), with the Securities and
Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 5,000,000 shares of the
Corporation's Common Stock, $1.00 par value ("Common
Stock"), to be issued under the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan ("Plan"), I am
of the opinion that:
1. The Plan has been duly adopted and approved by
all necessary corporate action.
2. The 5,000,000 shares of Common Stock issuable
under the Plan have been duly authorized and reserved
for issuance.
3. When such shares are issued under the Plan while
the Registration Statement is effective, such shares
will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion in the Registration
Statement and in any amendments thereof.
Very truly yours,
/s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Vice President, General Counsel and
Secretary
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 (to be filed on May 31, 1995) of our reports dated January 24,
1995, on our audits of the consolidated financial statements and the financial
statement schedule of the Southern New England Telecommunications Corporation
as of December 31, 1994 and 1993 and for the three years in the period ended
December 31, 1994, which reports are included in the Corporation's Annual
Report on Form 10-K. We also consent to the reference of our Firm under
the caption "Experts."
COOPERS & LYBRAND L.L.P.
New Haven, Connecticut
May 31, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation,
a Connecticut corporation ("Corporation"), proposes to file shortly with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended ("Act"), a registration statement for
the registration, under said Act, of 5,000,000 shares of the Corporation's
common stock for the Corporation's Shareholder Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, each of the undersigned is an officer or director, or both,
of the Corporation, and holds the office, or offices, in the
Corporation herein below indicated under their name, respectively.
NOW, THEREFORE, the undersigned, and each of them, hereby constitutes
and appoints Madelyn M. DeMatteo their attorney-in-fact for them and in their
name, place and stead, and in each of their offices and capacities with
the Corporation, to sign and file such registration statement and any and
all additional post-effective amendments in connection with the Corporation's
Shareholder Dividend Reinvestment and Stock Purchase Plan, including
prospectuses and amendments thereto, and the exhibits thereto, hereby
giving and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as
they might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF each of the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
Principal Executive Officers: Directors:
/s/ D. J. Miglio /s/ F. G. Adams
D. J. Miglio F. G. Adams, Director
Chairman, President and
Chief Executive Officer
/s/ William F. Andrews
William F. Andrews, Director
/s/ Donald R. Shassian
Donald R. Shassian
Senior Vice President and
Chief Financial Officer /s/ Zoe Baird
Zoe Baird, Director
/s/ Robert L. Bennett
Robert L. Bennett, Director
/s/ Barry M. Bloom
Barry M. Bloom, Director
/s/ F. J. Connor
F. J. Connor, Director
/s/ William R. Fenoglio
William R. Fenoglio, Director
/s/ J. R. Greenfield
J. R. Greenfield, Director
/s/ Burton G. Malkiel
Burton G. Malkiel, Director
/s/ Frank R. O'Keefe, Jr.
Frank R. O'Keefe, Jr., Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended
("Act"), a registration statement for the registration, under said
Act, of 5,000,000 shares of the Corporation's common stock for the
Corporation's Shareholder Dividend Reinvestment and Stock Purchase
Plan; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection wit the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and
granting to said attorney full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done
in and about 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 attorney may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 12th day of April, 1995.
/s/ Richard H. Ayers
Richard H. Ayers, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of 5,000,000 shares of the Corporation's common stock for the Corporation's
Shareholder Dividend Reinvestment and Stock Purchase Plan; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo her attorney-in-fact for her and in her name, place
and stead, and in her capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and granting
to said attorney full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in and about
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 attorney may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
/s/ Claire L. Gaudiani
Claire L. Gaudiani, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of 5,000,000 shares of the Corporation's common stock for the Corporation's
Shareholder Dividend Reinvestment and Stock Purchase Plan; and
WHEREAS, the undersigned is an officer of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as officer of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and granting
to said attorney full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in and about
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 attorney may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 25th day of May, 1995.
/s/ J. A. Sadek
J. A. Sadek
Vice President and Comptroller
