Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-1157778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
227 Church Street, New Haven, Connecticut 06510
(Address of Principal Executive Offices) (Zip Code)
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
Southern New England Telecommunications Corporation
227 Church Street, New Haven, Connecticut 06510
(Name and address of agent for service)
(203) 771-2110
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
+ + + +
+ + Proposed + Proposed +
+ + maximum + maximum +
+ Amount + offering + aggregate + Amount of
Title of securities + to be + price + offering +registration
to be registered + registered + per share + price + fee
+ + + +
Common Stock + + + +
($1 par value) .... + 200,000 shs. + $43.25* + $8,650,000 + $2,983
+ + + +
* Pursuant to Rule 457(c), the proposed maximum offering price per share
of $43.25 was derived from calculating the average of the high and low
sale prices for the registrant's Common Stock as recorded on June 6,
1996 on the New York Stock Exchange Composite Transactions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and Amendment No. 1 dated June 7, 1996;
(b) The registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1996;
(c) The registrant's Current Reports on Form 8-K dated January 22,
1996 and April 23, 1996; and
(d) The description of the registrant's Common Stock contained in
Form 8-B dated May 21, 1986 and Form 8-K dated February 11, 1987.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
of the registrant provided the opinion on the validity of the Common Stock
being registered herein. As of June 1, 1996, Ms. DeMatteo owned 14,540
shares of the registrant's Common Stock and has options to acquire 79,550
additional shares of Common Stock.
Item 6. 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.
II - 2
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index listing the exhibits required by Item 601 of
Regulation S-K is located on page II-6.
Item 9. Undertakings
(a) 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.
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 Commmission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(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;
II - 3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-8,
and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
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.
(b) 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.
(c) 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
foregoing provisions, 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 - 4
SIGNATURES
The Registrant. 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-8 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 12th day of June, 1996.
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: #
#
Daniel J. Miglio* #
Chairman, President and Chief #
Executive Officer and Director #
#
Principal Financial and Accounting #
Officer: #
#
Donald R. Shassian* #
Senior Vice President and #
Chief Financial Officer #
#
#
#
Directors: # *By: /s/ Madelyn M. DeMatteo
# Madelyn M. DeMatteo
# as Attorney-in-Fact
William F. Andrews* #
Richard H. Ayers* #
Zoe Baird* #
Robert L. Bennett* #
Barry M. Bloom* #
Frank J. Connor* #
William R. Fenoglio* #
Claire L. Gaudiani* # June 12, 1996
James R. Greenfield* #
Ira D. Hall* # *by power of attorney
Burton G. Malkiel* #
Frank R. O'Keefe, Jr.* #
II - 5
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number Description
4.1 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).
4.2 Southern New England Telecommunications Corporation 1996 Non-
Employee Director Stock Plan.
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.
II - 6
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
Effective June 1, 1996
- 1 -
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Establishment of Plan
There is hereby established a plan (the "Plan") effective on
the Effective Date, as defined herein, whereby Directors of
the Company, in consideration for services rendered to the
Company, shall receive shares of the common stock of the
Company. The Plan is intended to promote a greater identity
of interest between the Company's Directors and its
shareholders and to attract and retain Directors by enabling
such Directors to share in the growth of the Company.
2. Definitions
The following defined terms are used in the Plan:
2.1 "Board" shall mean the Board of Directors of
the Company.
2.2 "Committee" shall mean the Committee on Board
Affairs and Public Policy of the Board.
2.3 "Company" shall mean the Southern New England
Telecommunications Corporation.
2.4 "Director" shall mean a member of the Board who is
not currently an employee of the Company or any of its
subsidiaries.
2.5 "Effective Date" shall mean June 1, 1996.
2.6 "Payment Date" shall mean the last business day of a
calendar quarter.
2.7 "Retainer" shall mean the portion of a Director's
total cash compensation that is fixed and paid without
regard to his/her attendance at meetings. "Retainer"
shall not include the Chairperson's Retainer payable to
the Chairperson of a Board committee.
2.8 "Shares" shall mean shares of the Company's common
stock, $1.00 par value.
- 2 -
3. Stock Compensation Determination
3.1 Each Director on the Effective Date and each person
who becomes a Director after the Effective Date shall be
paid three hundred (300) Shares ("Stock Compensation
Shares") annually on the date set forth in Section 4
hereof.
3.2 Each Director may elect to be paid a percent of
his/her Retainer in the form of Shares in lieu of cash
("Elective Stock Retainer"); provided, however, that any
such amount so elected shall be in increments of five
percent (5%) of the Retainer, and, provided further, that
the value of any fraction of shares thereof shall be paid
in cash. Any such election shall be irrevocable for the
calendar year to which it relates and shall be made in
writing prior to the beginning of the calendar year to
which it relates and at least six months in advance of
the first Payment Date of such calendar year.
3.3 The number of Shares of an Elective Stock Retainer
shall be determined by dividing the amount of a
Director's Retainer that is to be paid in Shares by the
fair market value of a Share as of the close of trading
on the business day first preceding the Payment Date.
3.4 The number of Shares to be granted under the Plan
shall be adjusted for any stock split, stock dividend,
recapitalization, merger, consolidation, corporate
reorganization, combination, exchange of Shares or other
similar events.
4. Stock Compensation Distribution
4.1 Each person who is a Director on the Effective Date
shall receive Stock Compensation Shares on July 1, 1996
and for years thereafter on the first quarter's Payment
Date provided such person is a Director on such Payment
Date. Each person who becomes a Director after the
Effective Date shall receive Stock Compensation Shares on
the Payment Date for the calendar quarter during which he
or she became a Director and for years thereafter on the
first quarter's Payment Date provided such person is a
Director on such Payment Date.
4.2 A Director shall receive any Elective Stock Retainer
Shares, if the Elective Stock Retainer represents twenty-
five percent (25%) or less of the Retainer, on the
Payment Date for the first calendar quarter and for each
additional increment of twenty-five percent (25%) or
less, on the Payment Date for the next succeeding
calendar quarter.
4.3 On or before a Payment Date on which Shares are
received, a Director may execute an election pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code") to include in income the value of
the Shares as of such Payment Date.
- 3 -
4.4 Shares shall be transferred on the books of the
Company on the Payment Date. In the event of the death
of a Director, any Shares owned by such Director shall be
delivered to the beneficiary designated by the Director
on a form provided by the Committee, or in the absence of
such designation, to the Director's estate. In the event
of the death of a Director, or the resignation of a
Director from the Board, prior to a Payment Date, such
Director shall not be entitled to receive any Shares with
respect to such quarter and instead such Director or the
Director's beneficiary or estate, whichever is
applicable, shall receive cash.
4.5 The Shares transferred pursuant to the Plan shall be
either authorized but unissued shares of common stock of
the Company or issued shares reacquired and held as
treasury shares. The total number of Shares reserved for
issuance shall not exceed in the aggregate 200,000 shares
of common stock of the Company.
5. Dividend and Voting Rights
The Director, as owner of the Shares issued hereunder, shall
have all the rights of a shareholder of the Company,
including, but not limited to, the right to vote such shares
and the right to receive all dividends declared or paid on
such Shares. Notwithstanding the above, any Shares deferred
pursuant to the SNET Deferred Compensation Plan for Non-
Employee Directors shall accrue an amount equal to any
dividends payable on such Shares and such Shares shall not
carry any voting rights until such time as such Shares are
distributed pursuant to such Deferred Compensation Plan.
6. Holding Period
A Director shall not sell, transfer, assign or pledge any
Elective Stock Retainer Shares received on a Payment Date for
a period of six months following such Payment Date. A
Director shall not sell, transfer, assign or pledge any Stock
Compensation Shares until such Director terminates his or her
service as a Director.
7. Change in Control
Notwithstanding any provision of the Plan to the contrary,
upon a Change in Control, as defined below, all Shares not
deferred shall be immediately and fully transferable, subject
to applicable federal securities laws, by a Director. In the
event of a Change in Control during a calendar quarter in
which a Director would receive Shares pursuant to a Section 3,
such Shares shall be transferred on the last business day
prior to the Change in Control.
For purposes of this Section, Change in Control shall mean:
(a) an acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934) ("Exchange Act") (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
thereunder) of 20% or more of either (i) the then outstanding
shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of
the then outstanding voting
- 4 -
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); excluding, however, the following: (i) any
acquisition directly from the Company, other than an
acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself
acquired directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit
plan (or related trust) participated in by the Company or any
corporation controlled by the Company, or (iv) any acquisition
by any corporation pursuant to a reorganization, merger,
consolidation or similar corporate transaction (in each case,
a "Corporate Transaction"), if, pursuant to such Corporate
Transaction, the conditions described in clauses (i), (ii) and
(iii) of Paragraph (c) of this Section 7 are satisfied; or
(b) a change in the composition of the Board such that
the individuals who, as of June 1, 1996, constitute the Board
(the Board as of the above date shall be hereinafter referred
to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, for purposes of this Section 7, that any individual
who becomes a member of the Board subsequent to the above date
whose election, or nomination for election by the shareholders
of the Company, was approved by a vote of at least a majority
of those individuals who are members of the Board also shall
be considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 under the Exchange Act) or
other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board shall not be
so considered as a member of the Incumbent Board; or
(c) the approval by the shareholders of the Company of a
Corporate Transaction or, if consummation of such Corporate
Transaction is subject, at the time of such approval by
shareholders, to the consent of any government or governmental
agency, the obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a
Corporate Transaction pursuant to which (i) all or
substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction and the
combined voting power of the outstanding voting securities of
such corporation entitled to vote generally in the election of
directors, in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no Person (other
than the Company, any employee benefit plan (or related trust)
participated in by the Company or such corporation resulting
from such Corporate Transaction and any Person beneficially
owning, immediately prior to such Corporate Transaction,
directly or indirectly, 20% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the
case may be) will beneficially own, directly or indirectly,
20% or more of, respectively, the outstanding shares of common
stock of the corporation resulting from such Corporate
Transaction or the combined voting power
- 5 -
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors, and
(iii) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate
Transaction; or
(d) the approval by the shareholders of the Company of
(i) a complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or substantially all
of the assets of the Company; excluding, however, such a sale
or other disposition to a corporation, with respect to which
following such sale or other disposition, (l) more than 60%
of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors will be then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (2) no Person (other
than the Company and any employee benefit plan (or related
trust) participated in by the Company or such corporation and
any Person beneficially owning, immediately prior to such sale
or other disposition, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) will beneficially own,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (3) individuals who were members
of the Incumbent Board will constitute at least a majority of
the members of the board of directors of such corporation.
8. Administration
The Plan shall be administered by the Committee, which shall
have the sole authority to adopt rules and regulations for
carrying out the Plan and shall interpret and administer the
Plan. The Plan shall be administered such that any Director
participating in the Plan shall continue to be deemed to be a
"disinterested person" under, and any transaction hereunder
shall be governed by, Rule 16b-3 of the Securities and
Exchange Commission under the Exchange Act ("Rule") as such
Rule is in effect on the Effective Date and as it may be
subsequently amended.
9. Governing Law
The Plan shall be construed in all respects under the laws of
the State of Connecticut and the securities laws of the United
States.
- 6 -
10. Amendment and Termination
The Plan may be amended at any time by the Board; provided,
however, that the Board may not, without further approval of
the Company's shareholders, increase the number of Shares
issuable under the Plan, materially increase the benefits
accruing to participants under the Plan, or materially modify
the requirements as to eligibility for participation in the
Plan; and provided, further, however, that the provisions of
Sections 2.4, 3.1, 3.2, 3.3, 4.1, 4.2, and 4.5 may not be
amended more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder. The Senior Vice
President-Organization Development of the Company, with the
concurrence of the Vice President and General Counsel, shall
be authorized to make minor or administrative modifications to
the Plan as well as modifications to the Plan which may be
dictated by requirements of federal or state statutes
applicable to the Company. No modification or termination of
the Plan shall, without the participant's consent, alter or
impair any of the participant's rights or obligations under
the Plan.
The Plan shall terminate upon the earlier of the following events
to occur:
(a) Upon the issuance of all Shares under the Plan; or
(b) Ten (10) years after the Effective Date.
11. Shareholder Approval
This Plan shall become effective on June 1, 1996 subject to
the approval of the Plan by the shareholders of the Company.
Southern New England
Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06510
Phone (203) 771-2110
SNET Madelyn M. DeMatteo
Vice President, General Counsel and
Secretary
June 12, 1996
Southern New England Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06510
Re: Registration Statement on Form S-8 relating to
Southern New England Telecommunications Corporation
1996 Non-Employee Director Stock Plan
Gentlemen:
With reference to the Registration Statement on Form S-8
("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, 200,000 shares of the
Corporation's Common Stock, $1.00 par value ("Common
Stock"), to be issued under the Corporation's 1996 Non-
Employee Director Stock Plan ("Plan"), I am of the opinion that:
1. The Plan has been duly adopted and approved by
all necessary corporate action.
2. The 200,000 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-8 (to be filed on June 12, 1996) of our reports dated January 22,
1996, on our audits of the consolidated financial statements and the financial
statement schedule of the Southern New England Telecommunications Corporation
as of December 31, 1995 and 1994 and for the three years in the period ended
December 31, 1995, which reports are included in or incorporated by reference
in the Corporation's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
June 12, 1996
The following power of attorney has been signed in counterparts
on the date indicated.
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
200,000 shares of the Corporation's common stock for the
Corporation's 1996 Non-Employee Director Stock 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 1996
Non-Employee Director Stock 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 31st day of May, 1996.
Principal Executive Officer: Directors:
/s/ D. J. Miglio /s/ William F. Andrews
D. J. Miglio William F. Andrews, Director
Chairman, President, Chief
Executive Officer and Director
/s/ Richard H. Ayers
Principal Financial and Richard H. Ayers, Director
Accounting Officer:
/s/ Donald R. Shassian /s/ Zoe Baird
Donald R. Shassian Zoe Baird, Director
Senior Vice President and
Chief Financial Officer
/s/ Robert L. Bennett
Robert L. Bennett, Director
/s/ Barry M. Bloom
Barry M. Bloom, Director
/s/ Frank J. Connor
Frank J. Connor, Director
/s/ William R. Fenoglio
William R. Fenoglio, Director
/s/ Claire L. Gaudiani
Claire L. Gaudiani, Director
/s/ James R. Greenfield
James R. Greenfield, Director
/s/ Ira D. Hall
Ira D. Hall, Director
/s/ Burton G. Malkiel
Burton G. Malkiel, Director
/s/ Frank R. O'Keefe, Jr.
Frank R. O'Keefe, Jr., Director
