Registration No. 33-60133
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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
Agent for Service
MADELYN M. DeMATTEO
Vice President, General Counsel and Secretary
227 Church Street, New Haven, Connecticut 06510
Telephone Number 203 771-2110
Please send copies of all communications to:
CHARLES S. WHITMAN, III
DAVIS POLK & WARDWELL
450 Lexington Avenue, New York, New York 10015
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. X
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered per unit* offering price* fee
Debt Securities $470,000,000 100% $470,000,000 $162,070
* Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of 1933.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
Prospectus herein also relates to Registration No. 33-41237
pursuant to Rule 429.
PROSPECTUS
$470,000,000
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
DEBT SECURITIES
Southern New England Telecommunications Corporation
("Corporation"), through agents designated from time to time, or
through dealers or underwriters also to be designated, may sell from
time to time debt securities ("Debt Securities") of the Corporation
in registered form, for an aggregate offering price of up to
$470,000,000, on terms to be determined at the time of sale. The
specific designation, aggregate principal amount, maturities, rates
and time of payment of interest, purchase price, any terms for
redemption, whether Debt Securities initially will be represented by
a single global security, and the agent, dealer or underwriter in
connection with the sale of, and any other terms with respect to, the
Debt Securities in respect of which this Prospectus ("Prospectus") is
being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement"). The Corporation reserves the
sole right to accept and, together with its agents from time to time,
to reject in whole or in part any proposed purchase of Debt
Securities to be made through agents.
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.
If an agent of the Corporation or a dealer or an underwriter is
involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the agent's commission, or dealer's or
underwriter's discount will be set forth in, or may be calculated
from, the Prospectus Supplement and the net proceeds to the
Corporation from such sale will be the purchase price of such Debt
Securities less such commission in the case of an agent, the purchase
price of such Debt Securities in the case of a dealer or the public
offering price less such discount in the case of an underwriter, and
less, in each case, the other attributable issuance expenses. The
aggregate net proceeds to the Corporation from all the Debt
Securities will be the purchase price of Debt Securities sold, less
the aggregate of agents' commissions and underwriters' discounts and
other expenses of issuance and distribution. The net proceeds to the
Corporation from the sale of Debt Securities also will be set forth
in the Prospectus Supplement. See "Plan of Distribution" for
possible indemnification arrangements for the agents, dealers and
underwriters.
The date of this Prospectus is July XX, 1995.
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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 and other information with the
Securities and Exchange Commission ("SEC"). Such reports 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 West Madison Street, Suite 1400, Chicago,
IL 60661. Such material can also be inspected at the New York and
Pacific Stock Exchanges on which the Corporation's common stock is
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.
The Corporation is not required and does not intend to provide
annual or other reports to holders of the Debt Securities.
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 and Amendment No. 1 dated
June 8, 1995;
(2) The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and
(3) The Corporation's Current Reports on Form 8-K dated January
24, 1995, April 20, 1995, May 18, 1995 and July 1, 1995.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities 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 the accompanying 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) 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).
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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). The Corporation is a holding company engaged through its
subsidiaries in operations principally in the State of Connecticut:
The Southern New England Telephone Company (the "Telephone Company")
(providing, for the most part, regulated telecommunications services
and directory publishing and advertising services); SNET Cellular,
Inc. ("Cellular"), SNET Mobility, Inc. and SNET Paging, Inc.
(providing wireless communications services); SNET America, Inc.
(providing national and international long-distance services to
Connecticut customers); SNET Diversified Group, Inc. (primarily
engaged in the sale and leasing of communications equipment to
residential and business customers; and providing other
telecommunications services not subject to regulation); and SNET Real
Estate, Inc. (engaging in leasing commercial real estate). The
Corporation furnishes financial and strategic planning, and
shareholder relations functions on its own behalf and on behalf of
its subsidiaries.
The Telephone Company, the Corporation's principal subsidiary, is
a local exchange carrier ("LEC") engaged in the provision of
telecommunications services in the State of Connecticut, most of
which are subject to rate regulation. These telecommunications
services include: (i) local and intrastate toll services; (ii)
exchange access service, which links customers' premises to the
facilities of other carriers; and (iii) other services such as
digital transmission of data and transmission of radio and television
programs, packet switched data network and private line services.
Through its directory publishing operations, the Telephone Company
publishes and distributes telephone directories throughout
Connecticut and certain adjacent communities. The publishing
division also develops and provides electronic publishing services.
In 1994, approximately 74% of the Corporation's consolidated
revenues and sales were derived from the Telephone Company's rate
regulated telecommunication services. The remainder was derived
principally from the Corporation's other subsidiaries, directory
publishing operations, and activities associated with the provision
of facilities and non-access services to interexchange carriers.
About 71% of the operating revenues from rate regulated services were
attributable to intrastate operations, with the remainder
attributable to interstate access services.
The Corporation also provides wireless communications services,
which consist of wholesale and retail cellular telephone
communications and paging services, through its subsidiaries
Cellular, SNET Mobility, Inc. and SNET Paging, Inc. Through
Cellular, the Corporation maintains an 82.5% partnership interest in
the Springwich Cellular Limited Partnership ("Springwich"), which
provides wholesale cellular radio telecommunications services in the
Hartford, New Haven, New London, and Fairfield, Connecticut New
England County Metropolitan Areas ("NECMAs") and in the Springfield,
Massachusetts NECMA. Springwich is also licensed to provide cellular
wholesale service in three Rural Service Areas, Windham and
Litchfield Counties in Connecticut and Franklin County in
Massachusetts. The combined population of this region is
approximately 4 million.
On November 22, 1994, Cellular entered into multiple definitive
agreements with Bell Atlantic Corporation ("Bell Atlantic") and NYNEX
Corporation ("NYNEX") to purchase, for $450 million in aggregate,
certain cellular properties in Rhode Island and New Bedford and
Pittsfield, Massachusetts, and an increased interest in Springwich.
The individual transactions are with New Bedford Cellular Telephone
Company, Providence Cellular Telephone Company, Metro Mobile
CTS of Newport, Inc., NYNEX (minority interest in Springwich), New
York Cellular Geographic Service Area, Inc. (minority interest in
Springwich and majority interest in Berkshire Cellular Limited
Partnership) and Richmond Telephone Company (minority interest in
Berkshire Cellular Limited Partnership). None of these to be
acquired businesses meet the definition of a significant subsidiary
nor would the aggregate impact exceed 20% of the Corporation's 1994
audited consolidated total assets. These acquisitions were completed
as of July 1, 1995.
USE OF PROCEEDS
The Corporation intends to apply the net proceeds from the sale of
the Debt Securities to refinance, as market conditions warrant,
commercial paper and/or other interim financing arrangements utilized
in connection with the acquisition of the cellular properties
discussed above.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of Earnings to Fixed
Charges of the Corporation for the periods indicated:
Three Months
Ended
March 31, Year Ended December 31,
1995 1994 1993** 1992 1991 1990
Ratio of Earnings to Fixed Charges* 4.7 4.6 - 3.5 2.8 3.0
* For the purpose of calculating this ratio, earnings consist of
income (loss) from continuing operations before income taxes and
fixed charges. Fixed charges include interest on indebtedness
and the portion of rental expense representative of the interest
factor. 1993 loss from continuing operations before income taxes
includes a before-tax restructuring charge of $355.0 million.
** 1993 earnings, as a result of the restructuring charge, were
insufficient to cover fixed charges; the amount of the coverage
deficiency was $87.8 million in 1993.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities are to be issued under a form of indenture
("Indenture") between the Corporation and Shawmut Bank Connecticut,
as trustee ("Trustee").
The statements below are subject to and are qualified in their
entirety by reference to the detailed provisions of the Indenture,
the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. Article and section
references in parentheses are to the form of Indenture.
General
The Indenture will not limit the aggregate principal amount of
Debt Securities which may be issued by the Corporation and provides
that the Debt Securities may be issued from time to time in one or
more series. The Debt Securities will be unsecured obligations of
the Corporation. Reference is made to the Prospectus Supplement or
Pricing Supplement ("Pricing Supplement") accompanying this
Prospectus for a description of the Debt Securities being offered
thereby including: (1) the aggregate principal amount of such Debt
Securities; (2) the date(s) on which Debt Securities will mature; (3)
the rate(s) per annum at which such Debt Securities will bear
interest; (4) the times at which such interest will be payable; (5)
the terms for redemption, if any; (6) the denominations in which such
Debt Securities are authorized to be issued; (7) whether any series
of Debt Securities will be represented by one or more global
securities and, if so, the identity of the depository for such global
security or securities and the method of transferring beneficial
interests in such global security or securities; (8) information with
respect to book-entry procedures, if any; and (9) any other terms,
including any terms which may be required by or advisable under
Federal laws and regulations or advisable in connection with the
marketing of the Debt Securities of such series, which will not be
inconsistent with the provisions of the Indenture.
Debt Securities of any series will be registered Debt Securities.
Additionally, Debt Securities of any series may be represented by a
single global security registered in the name of a depository's
nominee and, if so represented, beneficial
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interests in such global security will be shown on, and transfers
thereof will be effected only through, records maintained by a
designated depository and its participants. Unless otherwise
indicated in the Pricing Supplement, the Debt Securities will be
issued only in denominations of $100,000, and any integral multiple
of $1,000 over $100,000.
Unless otherwise indicated in the Prospectus Supplement, principal
and interest will by payable at the office of the Trustee. Debt
Securities may be registered for transfer or exchanged at the office
of the Trustee, subject to the limitations in the Indenture. No
service charge will be made for any such transfer or exchange of such
Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Global Securities
So long as the depository's nominee is the registered owner of a
global security, such nominee will be considered the sole owner of
the Debt Securities represented by such global security for all
purposes under the Indenture. Except as provided in the Prospectus
Supplement, owners of beneficial interests in a global security will
not be entitled to have Debt Securities of the series represented by
the global security registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities of such
series in definitive form and will not be considered the owners or
holders thereof under the Indenture. Principal of, premium, if any,
and interest on a global security will be payable in the manner
described in the Prospectus Supplement.
Covenants
The Corporation will covenant in the Indenture that it will not
issue, assume, incur or guarantee any indebtedness for borrowed money
secured by a mortgage, pledge, lien or other encumbrance, directly or
indirectly, on any of the common stock of a principal subsidiary (as
defined below) unless the outstanding securities under the Indenture
and, if the Corporation so elects, any other indebtedness of the
Corporation ranking on a parity with such outstanding securities,
shall be secured equally and ratably with, or prior to, such secured
indebtedness for borrowed money so long as they are outstanding
(Section 4.03). A principal subsidiary of the Corporation is any
majority-held subsidiary of the Corporation whose consolidated
tangible assets comprise in excess of 25% of consolidated tangible
assets of the Corporation and its consolidated subsidiaries.
Consolidated tangible assets with respect to any entity and its
subsidiaries means the amount at which the assets, other than
goodwill, patents, trademarks and other assets classified as
intangible assets in accordance with generally accepted accounting
principles, would be shown on its consolidated balance sheet at such
time.
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The Corporation also will covenant in the Indenture that it will
not, and will not permit a principal subsidiary to, issue, sell,
assign, transfer or otherwise dispose of, directly or indirectly, any
of the common stock of such principal subsidiary (except to the
Corporation or for the purpose of qualifying directors); provided,
however, that this covenant shall not apply if (i) the entire common
stock of such principal subsidiary then owned by the Corporation is
disposed of in a single transaction, or in a series of related
transactions, for a consideration consisting of cash or other
property which is at least equal to the fair market value of such
common stock, as determined in good faith by the Board of Directors
of the Corporation; or (ii) the issuance, sale, assignment, transfer
or other disposition is required to comply with the order of a court
or regulatory authority of competent jurisdiction, other than an
order issued at the request of the Corporation or such principal
subsidiary; or (iii) after giving effect to the issuance, sale,
assignment, transfer or other disposition, the Corporation would own
directly or indirectly at least 80% of the issued and outstanding
common stock of such principal subsidiary and such issuance, sale,
assignment, transfer or other disposition is made for a consideration
consisting of cash or other property which is at least equal to the
fair market value of such common stock, as determined in good faith
by the Board of Directors of the Corporation (Section 4.04).
The Corporation is required to deliver to the Trustee annually a
brief certificate as to any default by the Corporation in the
performance or fulfillment of any covenant or condition contained in
the Indenture (Section 4.07).
Consolidation, Merger, Sale or Conveyance
The Indenture provides that nothing contained therein or in any of
the Debt Securities will prevent (1) any consolidation of the
Corporation with, or the merger of the Corporation into, any other
corporation or corporations (whether or not affiliated with the
Corporation), or successive consolidations or mergers to which the
Corporation or its successor or successors shall be a party or
parties or (2) any sale or conveyance of the property of the
Corporation as an entirety or substantially as an entirety to any
other corporation (whether or not affiliated with the Corporation)
authorized to acquire and operate such property. The Indenture
requires, however, and the Corporation will covenant and agree
therein, that upon any such consolidation, merger, sale or
conveyance, the payment of principal of (and premium, if any) and
interest on all Debt Securities of each series and the performance
and observance of all of the covenants and conditions of the
Indenture to be performed and observed by the Corporation, will be
expressly assumed by a supplemental indenture satisfactory in form to
the Trustee and executed and delivered to the Trustee by the
corporation formed by such consolidation, or into which the
Corporation shall have been merged or which shall have acquired such
property, and immediately after giving effect to such transaction, no
event of default will have occurred and be continuing (Section
11.01).
The Indenture also provides that nothing contained therein or in
any of the Debt Securities of any series will prevent the Corporation
from merging into itself any other corporation (whether or not
affiliated with the Corporation) or acquiring by purchase or
otherwise all or part of the property of any other corporation
(whether or not affiliated with the Corporation) (Section 11.02).
The Indenture does not contain any covenants that afford protection
to holders of the Debt Securities in the event of a highly leveraged
transaction.
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Modifications
The Indenture will contain provisions permitting the Corporation
and the Trustee, with the consent of the holders of not less than 66
2/3% in principal amount of the Debt Securities at the time
outstanding, as defined in the Indenture, of all series to be
affected (voting as one class), to modify the Indenture or any
supplemental indenture or the rights of the holders of the Debt
Securities of each such series; provided that no such modification
shall (i) extend the fixed maturity of any Debt Securities, or reduce
the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable upon
the redemption thereof, without the consent of the holder of each
Debt Security so affected, or (ii) reduce the aforesaid percentage of
Debt Securities, the consent of the holders of which is required for
any such modification without the consent of the holders of all Debt
Securities then outstanding. The Indenture will also contain
provisions permitting the Corporation and the Trustee, without the
consent of the holders of Debt Securities, to modify the Indenture or
any supplemental indenture or the rights of the holders of the Debt
Securities for certain limited purposes (Section 9.02).
Events of Default
Under the Indenture, an Event of Default means: default for 90
days in payment of interest, default in payment of principal or
premium, default for 90 days after notice by the Trustee or the
holders of at least 25% in aggregate principal amount of the Debt
Securities then outstanding in performance of any other covenants in
the Indenture, certain events in bankruptcy, insolvency or
reorganization, default and acceleration of indebtedness under any
other indenture or instrument under which the Corporation has
outstanding at least $100,000,000 aggregate principal amount of
indebtedness and such default is not waived or cured or such
acceleration is not rescinded or annulled, or any other event of
default applicable to any particular series of Debt Securities and
described in the Pricing Supplement (Section 6.01).
Satisfaction and Discharge of Indenture
Except as otherwise provided with respect to the Debt Securities
of any series, if (i) the Corporation delivers to the Trustee
canceled or for cancellation all Debt Securities of any series
previously authenticated (other than Debt Securities which have been
destroyed, lost or stolen and which have been replaced or paid) or
(ii) all Debt Securities of any series not previously delivered to
the Trustee canceled or for cancellation become due and payable, or
are by their terms to become due and payable within one year or are
to be called for redemption within one year (under arrangements
satisfactory to the Trustee for the giving of notice of redemption),
and if the Corporation deposits or causes to be deposited with the
Trustee the entire amount sufficient to pay at maturity or upon
redemption all such Debt Securities of such series not previously
delivered to the Trustee canceled or for cancellation, including
principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may
be, (excluding, however, amounts repaid to the Corporation as
provided in the next paragraph or paid to any state or to the
District of Columbia pursuant to unclaimed property laws) and if in
either case the Corporation also pays or causes to be paid all other
sums payable by it under the Indenture, then the Indenture shall
cease to be of further effect, except as to provisions applicable to
transfers and exchanges of Debt Securities of such series (Section
12.01).
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Any monies deposited with or paid to the Trustee for payment of
the principal of (and premium, if any) or interest on Debt Securities
of any series and not applied but remaining unclaimed by the holders
of Debt Securities of such series for two years after the date upon
which the principal of (and premium, if any) or interest on such Debt
Securities, as the case may be, shall have become due and payable,
will be repaid to the Corporation by the Trustee on demand. The
holder of any of the Debt Securities shall thereafter look only to
the Corporation for any payment which such holder may be entitled to
collect (Section 12.04).
Trustee
Subject to the duty of the Trustee during default to act with the
specified standard of care, the Trustee before taking any action
under the Indenture is entitled to reasonable security of indemnity
(Sections 7.01 and 7.02). Subject to such provisions for the
indemnification of the Trustee, the holders of a majority of the
principal amount of outstanding Debt Securities of each series
affected (with each series voting as a separate class) may direct the
time, method and place for certain actions by the Trustee (Section
6.06).
The Trustee has banking relationships in the ordinary course of
business with the Corporation.
PLAN OF DISTRIBUTION
The Corporation will sell the Debt Securities being offered hereby
through agents, dealers or underwriters. Any or all of the foregoing
may be customers of, engage in transactions with or perform services
for the Corporation in the ordinary course of business.
The distribution of the Debt Securities may be effected from time
to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
Offers to purchase the Debt Securities may be solicited by agents
designated by the Corporation from time to time. Any such agent, who
may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933 ("Securities Act"), involved in the offer or
sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the
Corporation to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period
of its appointment. Agents may be entitled under agreements, which
may be entered into with the Corporation, to indemnification by the
Corporation against certain civil liabilities, including liabilities
under the Securities Act or to contribution by the Corporation to
payments the agents may be required to make in respect thereof.
If a dealer is utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Corporation will
sell such Debt Securities to the dealer, as principal. The dealer
may then resell such Debt Securities to the public at varying prices
to be determined by such dealer at the time of resale. Dealers may
be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act or to
contribution by the Corporation to payments the dealers may be
required to make in respect thereof.
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If the sale is accomplished through an underwriter or
underwriters, the Corporation will enter into an underwriting
agreement with such underwriters at the time of sale to them and the
names of the underwriters and the terms of the transaction will be
set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Debt Securities in respect of
which this Prospectus is delivered to the public. The underwriters
may be entitled, under the relevant underwriting agreement, to
indemnification by the Corporation against certain liabilities,
including liabilities under the Securities Act or to contribution by
the Corporation to payments the underwriters may be required to make
in respect thereof.
LEGAL OPINIONS
Certain legal matters in connection with the offering of the Debt
Securities will be passed upon for the Corporation by Madelyn M.
DeMatteo, Vice President, General Counsel and Secretary of the
Corporation. As of May 18, 1995, Ms. DeMatteo owned 13,798 common
shares of the Corporation and had options to acquire 69,550
additional common shares. Certain legal matters will be passed upon
for the agents, if any, by Davis Polk & Wardwell of New York City.
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 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.
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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........ $162,070
Rating Agency Fees................................... 63,000*
Fees and Expenses of Trustee......................... 10,000*
Printing of Securities............................... 5,000*
Printing and Distributing Registration Statement,
Prospectus, Indenture and Miscellaneous Material... 30,000*
Accountant's Fees and Expenses....................... 40,000*
Legal Fees and Expenses.............................. 80,000*
Miscellaneous Expenses............................... 5,000*
Total............................................. $395,070*
*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.
Any agents who execute the agreement filed as Exhibit 1 to this
registration statement will agree to indemnify the registrant's
directors and its officers who signed the registration statement
against certain liabilities which might arise under the Securities
Act of 1933 from information furnished to the registrant by or on
behalf of any such indemnifying party.
Item 16. Exhibits.
Exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.
1. Form of Selling Agency Agreement.
4. Form of Indenture with Forms of Debt Securities
(Exhibit 4 to Form SE dated 6/18/91, File No. 1-9157).
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5. Opinion of Madelyn M. DeMatteo, Vice President,
General Counsel and Secretary of the registrant, as to
the legality of the Debt Securities being registered.
12. Computation of Ratio of Earnings to Fixed Charges is being
refiled as Exhibit 12 to this Amendment No. 1 to the
registration statement.
23.1. Consent of Coopers & Lybrand L.L.P., Independent Accountants
is being refiled as Exhibit 23.1 to this Amendment No. 1 to
the registration statement.
23.2. Consent of Madelyn M. DeMatteo is contained in her opinion
filed as Exhibit 5.
24. Powers of Attorney.
25. Statement of Eligibility of Trustee (Form T-1).
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.
(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.
* * * * *
II-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.
II-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 Amendment No. 1 to the 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 7th day of July, 1995.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
By: Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the 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 of the Board, President, #
Chief Executive Officer and Director #
#
Principal Financial Officer: #
#
D. R. Shassian* #
Senior Vice President and #
Chief Financial Officer #
#
Principal Accounting Officer: #
#
J. A. Sadek* #
Vice President and Comptroller #
#
#
Directors: # *By: Madelyn M. DeMatteo
# Madelyn M. DeMatteo
Frederick G. Adams* # as Attorney-in-Fact
William F. Andrews* #
Richard H. Ayers* #
Zoe Baird* # July 7, 1995
Robert L. Bennett* #
Barry M. Bloom* #
Frank J. Connor* #
William R. Fenoglio* #
Claire L. Gaudiani* #
James R. Greenfield* #
Burton G. Malkiel* #
Frank R. O'Keefe, Jr.* #
#
II-4
Exhibit Index
Amendment No. 1
to
Registration Statement No. 33-60133
Exhibit Description
Number
12 Computation of Ratio of Earnings to Fixed Charges is being
refiled as Exhibit 12 to this Amendment No. 1 to the
registration statement.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants
is being refiled as Exhibit 23.1 to this Amendment No. 1 to
the registration statement.
<TABLE>
Southern New England Telecommunications Corporation
Computations of Ratio of Earnings to Fixed Charges
(Dollars in Millions)
<CAPTION>
For the 3
Months Ended For the Year Ended December 31,
3/31/95 1994 1993(C) 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income (loss) from continuing operations
before income taxes (A) $76.6 $299.5 ($87.8) $269.4 $214.1 $217.6
Interest on indebtedness (B) 17.8 72.9 88.9 95.3 108.9 98.4
Portion of rents representative of the
interest factor 2.9 11.0 11.8 13.3 12.7 11.5
Earnings (1) $97.3 $383.4 $12.9 $378.0 $335.7 $327.5
Fixed Charges:
Interest on indebtedness (B) $17.8 $72.9 $88.9 $95.3 $108.9 $98.4
Portion of rents representative of the
interest factor 2.9 11.0 11.8 13.3 12.7 11.5
Fixed Charges (2) $20.7 $83.9 $100.7 $108.6 $121.6 $109.9
Ratio of earnings to fixed charges
[(1) divided by (2)] 4.70 4.57 - 3.48 2.76 2.98
<FN>
<F1>
(A) 1993 includes a before-tax restructuring charge of $355.0 million.
<F2>
(B) Includes amortization of debt issuance costs, discount and premium as
well as amortization of issue, discount, call and tender costs of
refinanced issues which have been deferred in accordance with regulatory
accounting practices.
<F3>
(C) 1993 earnings, as a result of the restructuring charge, were insufficient
to cover fixed charges; the amount of the coverage deficiency was $87.8
million in 1993.
</FN>
</TABLE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Amendment Number 1 to the
Registration Statement on Form S-3 (33-60133) of our reports dated
January 24, 1995, on our audits of the consolidated financial statements and
the financial statement schedule of 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 or incorporated
by reference in the Corporation's Annual Report on Form 10-K. We also consent
to the reference to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
New Haven, Connecticut
July 7, 1995
