<PAGE>
As filed with the Securities and Exchange Commission on March 4, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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AMERITECH CORPORATION AMERITECH CAPITAL
FUNDING CORPORATION
(Exact name of registrants as specified in their charters)
Delaware Delaware
(State or other Jurisdiction of (State or other Jurisdiction of
Incorporation or Organization) Incorporation or Organization)
36-3251481 36-3675771
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Richard W. Pehlke
Vice President and Treasurer
30 South Wacker Drive Ameritech Corporation
Chicago, Illinois 60606 30 South Wacker Drive
(800) 257-0902 Chicago, Illinois 60606
(Address, including zip code, and (800) 257-0902
telephone number, including (Name, address, including zip code,
area code, of both registrants' and
principal executive offices) telephone number, including area code,
of agent for service for both
registrants)
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Copies to:
Kelly R. Welsh Susan E. Cremin Edward S. Best
Executive Vice President Winston & Strawn Mayer, Brown & Platt
and General Counsel 35 West Wacker Drive 190 South LaSalle Street
Ameritech Corporation Chicago, Illinois 60601 Chicago, Illinois 60603
30 South Wacker Drive
Chicago, Illinois 60606
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of the 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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate
Title of each class of Amount to be offering price offering Amount of
securities to be registered registered per unit(1) price(1) registration fee
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<S> <C> <C> <C> <C>
Debt Securities--to be issued by
Ameritech Capital Funding Cor-
poration....................... $1,000,000,000(2) 100% $1,000,000,000 $278,000(3)
Guarantees of the Debt Securi-
ties by Ameritech Corporation..
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) The aggregate principal amount of the Debt Securities to be issued may be
increased, if any Debt Securities are issued at an original issue discount,
by an amount such that the net proceeds to be received by Ameritech Capital
Funding Corporation shall be equal to the above amount to be registered.
Any offering of Debt Securities denominated other than in U.S. dollars will
be treated as the equivalent in U.S. dollars based on the exchange rate
applicable to the purchase of such Debt Securities from Ameritech Capital
Funding Corporation.
(3) Under Rule 457(n), no fee is payable with respect to the Guarantees.
Under Rule 429 under the Securities Act of 1933, the Prospectus and
Prospectus Supplement constituting a part of this Registration Statement also
relate to $250,000,000 principal amount of Ameritech Capital Funding
Corporation's Debt Securities and the related Guarantees of such Debt
Securities by Ameritech Corporation registered by the Registrants under the
Securities Act of 1933 in Registration Statement No. 333-43179. Registration
fees totalling $73,750 have previously been paid under Registration Statement
No. 333-43179 in connection with these Debt Securities and Guarantees.
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Subject to Completion--dated March 4, 1999
Ameritech Capital Funding Corporation
Debt Securities
Unconditionally Guaranteed by
Ameritech Corporation
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Ameritech Capital Funding Corporation from time to time may offer its
unsecured debt securities in separate series in an aggregate principal amount
of up to U.S. $1,250,000,000, or the equivalent in one or more other currencies
or currency units. The actual amounts, prices and terms of each series of debt
securities offered will be determined at the time of sale. Ameritech
Corporation will unconditionally guarantee the payment of principal of, any
premium, and interest on all debt securities issued by Ameritech Capital.
This prospectus may not be used to sell the debt securities unless
accompanied by a prospectus supplement setting forth the specific terms of any
debt securities offered and the terms of offering of such securities.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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The date of this prospectus is , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Prospectus
<S> <C>
About This Prospectus...................................................... 1
Where You Can Find More Information........................................ 1
Incorporation of Certain Documents by Reference............................ 1
Ameritech.................................................................. 2
Ameritech Capital.......................................................... 2
Ratios of Earnings to Fixed Charges of Ameritech........................... 2
Use of Proceeds............................................................ 3
Description of Debt Securities and
Guarantees................................................................ 3
Plan of Distribution....................................................... 15
Experts.................................................................... 16
Legal Opinions............................................................. 16
</TABLE>
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You should rely only on the information to which we have referred you or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
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About This Prospectus
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") using a "shelf" registration
process. Under this shelf process, we may sell the debt securities described in
this prospectus in one or more offerings up to a total principal amount or
initial purchase price of $1,250,000,000. This prospectus provides you with a
general description of the debt securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplements together with the
information described under the heading "Where You Can Find More Information".
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
Where You Can Find More Information
Ameritech Corporation ("Ameritech") files annual, quarterly and special
reports, proxy statements and other information with the SEC. Ameritech's SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document Ameritech files
with the SEC at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.
Ameritech's reports, proxy statements and other information may also be
inspected at the offices of the New York, Boston, Chicago, Philadelphia and
Pacific Stock Exchanges, the exchanges on which certain of Ameritech's
securities are listed.
The SEC has indicated to Ameritech Capital Funding Corporation ("Ameritech
Capital") that, in connection with the issuance of the debt securities, it will
not raise any objection if Ameritech Capital does not file periodic reports
with the SEC. Ameritech Capital will therefore not file such periodic reports.
Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate by reference" certain information that
Ameritech files with the SEC, which means that we can disclose important
information to you by referring you to information in those documents. The
information incorporated by reference is an important part of this prospectus.
Information which Ameritech files later with the SEC (File No. 1-8612) will
automatically update and replace this information. We incorporate by reference
the documents listed below and any future filings made by Ameritech with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all the debt securities that we have registered.
. Ameritech's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, as amended by Amendment No. 1 and Amendment No. 2, each on Form
10-K/A;
. Ameritech's Quarterly Report on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998; and
. Ameritech's Current Reports on Form 8-K dated January 13, 1998, April 14,
1998, May 11, 1998, July 17, 1998, October 15, 1998, January 21, 1999 and
February 18, 1999.
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address: Director, Investor Relations, Ameritech
Corporation, 30 South Wacker Drive, 35th Floor, Chicago, Illinois 60606,
telephone (800) 257-0902.
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Ameritech
Ameritech provides a wide range of communications services, including local
and long distance telephone, cellular, paging, security monitoring, cable TV,
Internet access and directory publishing services. Our Internet site
(www.ameritech.com) offers extensive information about our company and
industry. Ameritech, a holding company incorporated in Delaware in 1983, has
its principal executive offices at 30 South Wacker Drive, Chicago, Illinois
60606 (telephone number (800) 257-0902).
In May 1998, Ameritech announced with SBC Communications Inc. a definitive
agreement to merge an SBC subsidiary with Ameritech in a transaction in which
each share of Ameritech common stock (other than shares owned by Ameritech, SBC
or their respective subsidiaries) will be converted into and exchanged for
1.316 shares of SBC common stock. After the merger, Ameritech will be a wholly
owned subsidiary of SBC. The transaction was approved by the board of directors
and shareowners of each company and is intended to be accounted for as a
pooling of interests and to be a tax-free reorganization. The merger is subject
to the satisfaction of certain conditions and regulatory approvals. SBC and
Ameritech filed a Joint Proxy Statement/Prospectus dated October 15, 1998 with
the SEC which sets forth additional information about the merger. SBC's annual,
quarterly and special reports, proxy statements and other information are
available through the SEC and the New York, Pacific and Chicago Stock
Exchanges.
Ameritech Capital
Ameritech Capital was established to provide financing to Ameritech and to
the subsidiaries of Ameritech. Ameritech Capital may raise funds through the
offering of debt securities in the United States, Europe, and other overseas
markets and will lend the net proceeds to Ameritech or one or more subsidiaries
of Ameritech. Ameritech Capital does not and will not engage in any separate
business activities. All of the debt securities offered by Ameritech Capital
will be unconditionally guaranteed by Ameritech.
Ameritech Capital was incorporated in Delaware in May 1989, and is a wholly
owned subsidiary of Ameritech. The principal executive offices of Ameritech
Capital are located at 30 South Wacker Drive, Chicago, Illinois 60606
(telephone number (800) 257-0902).
Ratio of Earnings to Fixed Charges of Ameritech
The following table sets forth the ratio of earnings to fixed charges of
Ameritech for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
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1998 1997 1996 1995 1994
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<S> <C> <C> <C> <C>
8.05 6.74 6.14 6.45 4.40
</TABLE>
The earnings to fixed charges ratio is frequently used by investors to
measure our ability to pay interest when due. The higher the ratio, the more
likely an issuer has the ability to pay interest. The ratio is historical
however and not necessarily a forecast of the future. The ratio is calculated
as follows: Earnings are those calculated in accordance with generally accepted
accounting principles, but before interest, income taxes and preferred
dividends of our subsidiaries and then modified for certain adjustments. Such
adjustments have not been material to our ratio. Fixed charges represent all
interest costs, preferred dividends paid on securities issued by our
subsidiaries and certain other financing charges. The ratio is then computed by
dividing this definition of earnings by fixed charges. While there is no
minimum standard for the ratio, the SEC requires additional explanatory
disclosure when the ratio is negative or less than one. Our calculation for
each period presented above is contained in our Form 10-Ks or, in the case of
1998, in our Form 8-K filed on February 18, 1999.
The ratio of earnings to fixed charges for 1998 reflects several one-time
items, the most significant of which was a pretax gain of $1.543 billion from
the sale of substantially all of our shares in Telecom Corporation of New
Zealand Limited (TCNZ). The ratio in 1995 reflects a pretax credit of $134
million, and the ratio in 1994 reflects a pretax charge of $728 million, both
relating to a non-management work force restructuring program.
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Use of Proceeds
Ameritech Capital will use the net proceeds from the sale of the debt
securities to provide funds for Ameritech and its subsidiaries.
Ameritech Capital will invest in or loan to Ameritech or one or more of the
subsidiaries of Ameritech at least 85% of the cash raised by Ameritech Capital
from the debt securities as soon as practicable after receipt, but in no event
later than six months after Ameritech Capital receives such cash. In the
meantime, Ameritech Capital will invest any funds held by it only in securities
permitted by Rule 3a-5(a)(6) under the Investment Company Act of 1940, as
amended.
Description of Debt Securities and Guarantees
We provide information to you about the debt securities and guarantees in two
separate documents that progressively provide more detail:
. This prospectus provides general information that may or may not apply to
each series of debt securities.
. The prospectus supplement provides final details about a specific series
of debt securities. To the extent information in a prospectus supplement
differs from information in this prospectus, you should rely on the
information in the prospectus supplement.
The debt securities will be issued under an Indenture dated as of October 1,
1997 (we refer to the Indenture, as supplemented from time to time, as the
"Indenture"), among Ameritech, Ameritech Capital and Bank One, NA (successor to
Harris Trust and Savings Bank), as trustee (the "Trustee"). A copy of the
Indenture has been filed with the SEC and is incorporated by reference as an
exhibit to the registration statement.
The following summaries of certain provisions of the debt securities, the
guarantees and the Indenture are not complete and are subject to the detailed
provisions of the Indenture. Whenever particular provisions or defined terms in
the Indenture are referred to in this prospectus, such provisions or defined
terms are incorporated by reference in this prospectus. Certain capitalized
terms which are used, but not defined, in this section are used as defined in
the Indenture. You should read the Indenture for a more complete understanding
of the terms described below. All section references used in this section refer
to sections of the Indenture.
General
The Indenture does not limit the amount of debt securities that may be issued
and provides that debt securities may be issued from time to time in one or
more series. (Section 301) The Indenture does not limit the amount of other
indebtedness or securities which may be issued by Ameritech Capital.
Each series of debt securities will be unsecured and unsubordinated
indebtedness of Ameritech Capital, will rank equally with Ameritech Capital's
other unsecured and unsubordinated indebtedness and will have the benefit of
the guarantees described below.
The Indenture does not contain covenants or other provisions designed to
afford holders of the debt securities protection in the event of a highly
leveraged transaction, change in credit rating or other similar occurrence.
You should refer to the prospectus supplement relating to a particular series
of debt securities for a description of the following terms:
. the title of the debt securities or the particular series;
. any limit on the aggregate principal amount of the debt securities;
. whether the debt securities are to be issuable as registered securities
or bearer securities or both, whether any of the debt securities are to
be issuable initially in temporary global form and whether any of the
debt securities are to be issuable in permanent global form;
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. the price or prices (generally expressed as a percentage of the aggregate
principal amount thereof) at which the debt securities will be issued;
. the date or dates on which the debt securities will mature;
. the rate or rates per annum, or the formula by which such rate or rates
shall be determined, at which the debt securities will bear interest, if
any, and the dates from which any such interest will accrue;
. the interest payment dates on which any interest on the debt securities
will be payable, the regular record date for any interest payable on any
debt securities that are registered securities on any interest payment
date and the extent to which, or the manner in which, any interest
payable on a security issued in global form on an interest payment date
will be paid if other than in the manner described below under the
heading "Global Securities";
. any mandatory or optional sinking fund or similar provisions;
. each office or agency where, subject to the terms of the Indenture as
described below under the heading "Payments and Paying Agents", the
principal of and any premium and interest on the debt securities will be
payable and each office or agency where, subject to the terms of the
Indenture as described below under the heading "Denominations,
Registration and Transfer", the debt securities may be presented for
registration of transfer or exchange;
. the date, if any, after which and the price or prices at which the debt
securities may, under any optional or mandatory redemption provisions, be
redeemed, in whole or in part, and the other detailed terms and
provisions of any such optional or mandatory redemption provisions;
. the date, if any, after which and the price or prices at which the debt
securities will be repayable at the option of the holder thereof prior to
maturity;
. the denominations in which any debt securities which are registered
securities will be issuable, if other than denominations of U.S. $1,000
and any integral multiple thereof, and the denominations in which any
debt securities which are bearer securities will be issuable, if other
than denominations of U.S. $5,000;
. the currency or currencies of payment of principal of and any premium and
interest on the debt securities;
. any index used to determine the amount of payments of principal of and
any premium and interest on the debt securities;
. any additional covenants applicable to the debt securities;
. any other terms and provisions of the debt securities not inconsistent
with the terms and provisions of the Indenture; and
. any prospectus supplement will also describe any special provisions for
the payment of additional amounts with respect to the debt securities.
(Section 301)
If the purchase price of any of the debt securities is denominated in a
foreign currency or currencies or foreign currency unit or units or if the
principal of and any premium and interest on any series of debt securities is
payable in a foreign currency or currencies or foreign currency unit or units,
the prospectus supplement will state the restrictions, elections, general tax
considerations, specific terms and other information with respect to such issue
of debt securities and such foreign currency or currencies or foreign currency
unit or units.
Some of the debt securities may be issued as original issue discount
securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. The prospectus supplement will set forth the
federal income tax considerations and other special considerations applicable
to original issue discount securities.
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Guarantees
Ameritech will unconditionally guarantee all payments with respect to the
debt securities. (Sections 311 and 312) The guarantees will rank equally with
all other unsecured and unsubordinated obligations of Ameritech. Since
Ameritech is a holding company, the right of Ameritech and, hence, the right of
creditors of Ameritech (including the holders of the debt securities) to
participate in any distribution of the assets of any subsidiary of Ameritech,
whether upon liquidation, reorganization, or otherwise, is subject to prior
claims of creditors of each such subsidiary, except to the extent that claims
of Ameritech itself as a creditor of a subsidiary may be allowed. The right of
creditors of Ameritech (including the holders of the debt securities) to
participate in the distribution of the stock owned by Ameritech in certain
subsidiaries of Ameritech, including Ameritech's five domestic landline
communications subsidiaries, may also be subject to approval by certain state
and federal regulatory authorities having jurisdiction over such subsidiaries.
Denominations, Registration and Transfer
We may issue debt securities as registered securities, bearer securities or
both. We may also issue debt securities in the form of one or more global
securities, as described below under "Global Securities". Unless we tell you
otherwise in the prospectus supplement, we will issue registered securities
denominated in U.S. dollars only in denominations of $1,000 or any integral
multiple thereof and bearer securities denominated in U.S. dollars will be
issued only in the denomination of $5,000 with coupons attached. We will issue
a global security in a denomination equal to the aggregate principal amount of
outstanding debt securities represented by such global security. We will
specify in the prospectus supplement relating to debt securities denominated in
a foreign or composite currency the denominations thereof. (Sections 201, 203,
301 and 302)
In connection with its original issuance, we will not offer, sell, resell or
otherwise deliver bearer securities to any location in the United States (or
its possessions) or to a United States person (each as defined in the Code and
the regulations thereunder) except in certain narrow circumstances. (Sections
303 and 304) See "Global Securities" and "Limitations on Issuance of Bearer
Securities" below.
We will exchange registered securities of any series for other registered
securities of the same series and of a like aggregate principal amount and
tenor of different authorized denominations. In addition, if we issue debt
securities of any series as both registered securities and as bearer
securities, at the option of the holder upon request confirmed in writing, and
subject to the terms of the Indenture, we will exchange bearer securities (with
all unmatured coupons, except as provided below, and all matured coupons in
default attached) of such series for registered securities of the same series
of any authorized denominations and of a like aggregate principal amount and
tenor. Unless we tell you otherwise in the prospectus supplement, any bearer
security surrendered in exchange for a registered security between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest attached and interest will not be payable in respect of the
registered security issued in exchange for such bearer security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the Indenture. Except as provided in the prospectus supplement, we will not
issue bearer securities in exchange for registered securities. (Section 305)
You may present debt securities for exchange as provided above. You may
present registered securities (other than a global security) for registration
of transfer (with the form of transfer duly executed), at the office of the
Security Registrar designated by Ameritech Capital or at the office of any
transfer agent designated by Ameritech Capital for such purpose with respect to
any series of debt securities and referred to in the prospectus supplement,
without service charge and upon payment of any taxes and other governmental
charges as described in the Indenture. The Security
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Registrar or such transfer agent, as the case may be, will effect such transfer
or exchange when it is satisfied with the documents of title and identity of
the person making the request. Ameritech Capital has initially appointed the
Trustee as the Security Registrar under the Indenture. (Section 305) If the
prospectus supplement refers to any transfer agent (in addition to the Security
Registrar) initially designated by Ameritech Capital with respect to any series
of debt securities, Ameritech Capital may at any time rescind the designation
of any such transfer agent or approve a change in the location through which
any such transfer agent acts, except that, if debt securities of a series are
issuable only as registered securities, Ameritech Capital will be required to
maintain a transfer agent in each Place of Payment for such series. If debt
securities of a series are issuable as bearer securities, Ameritech Capital
will be required to maintain (in addition to the Security Registrar) a transfer
agent in a Place of Payment for such series located outside the United States.
Ameritech Capital may at any time designate additional transfer agents with
respect to any series of debt securities. (Section 1002)
In the event of any redemption in part, Ameritech Capital will not be
required to:
. issue, register the transfer of or exchange debt securities of any series
during a period beginning at the opening of business 15 days before any
selection of debt securities of that series to be redeemed and ending at
the close of business on (1) if debt securities of the series are
issuable only as registered securities, the day of mailing of the
relevant notice of redemption or (2) if debt securities of the series are
issuable only as bearer securities, the day of the first publication of
the relevant notice of redemption or, if debt securities of that series
are also issuable as registered securities and there is no publication,
the mailing of the relevant notice of redemption;
. register the transfer of or exchange any registered security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part; or
. exchange any bearer security called for redemption, except that such a
bearer security may be exchanged for a registered security of that series
and like tenor, provided that such registered security is immediately
surrendered for redemption. (Section 305)
Payments and Paying Agents
Unless otherwise indicated in the prospectus supplement, we will pay
principal and any premium and interest on registered securities (other than a
global security) at the office of such Paying Agent or Paying Agents as we may
designate from time to time, except that, at our option, we may make payment of
any interest (1) by check mailed to the address of the payee entitled thereto
as such address shall appear in the Security Register or (2) by wire transfer
to an account maintained by such payee as specified in the Security Register.
(Sections 305, 307 and 1002) Unless otherwise indicated in the prospectus
supplement, we will pay any installment of interest on registered securities to
the person in whose name such registered security is registered at the close of
business on the Regular Record Date for such interest payment. (Section 307)
Unless otherwise indicated in the prospectus supplement, we will pay
principal and any premium and interest on bearer securities (subject to
applicable laws and regulations) at the offices of such Paying Agent or Paying
Agents outside the United States as we may designate from time to time, except
that, at our option, we may make payment of any interest by check or by wire
transfer to an account maintained by the payee outside the United States (or
its possessions). (Sections 307 and 1002) Unless otherwise indicated in the
prospectus supplement, payment of interest on bearer securities on any interest
payment date will be made only against surrender of the coupon relating to such
interest payment date. (Section 1001) We will not make any payment with respect
to any bearer security at any office or agency of Ameritech Capital in the
United States (or its possessions) or by
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check mailed to any address in the United States (or its possessions) or by
transfer to an account maintained in the United States (or its possessions). We
will not make any payments in respect of bearer securities or coupons
appertaining thereto upon presentation to Ameritech Capital or its Paying
Agents within the United States (or its possessions) or any other demand for
payment to Ameritech Capital or its Paying Agents within the United States (or
its possessions). Notwithstanding the foregoing, we will pay principal and any
premium and interest on bearer securities denominated and payable in U.S.
dollars at the office of Ameritech Capital's Paying Agent in the United States
only if payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States (or its possessions) is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 1002)
Unless otherwise indicated in the prospectus supplement, the Trustee will
serve as Paying Agent and the Corporate Trust Office of the Trustee will be
designated as our Paying Agent office for payments with respect to debt
securities which are issuable solely as registered securities. We will name any
Paying Agent outside the United States and any other Paying Agent in the United
States initially designated by Ameritech Capital for the debt securities in the
prospectus supplement. Ameritech Capital may at any time designate additional
Paying Agents or rescind the designation of any Paying Agent or approve a
change in the office through which any Paying Agent acts, except that, if debt
securities of a series are issuable only as registered securities, Ameritech
Capital will be required to maintain a Paying Agent in each Place of Payment
for such series and, if debt securities of a series are issuable as bearer
securities, Ameritech Capital will be required to maintain:
. a Paying Agent in each Place of Payment for such series in the United
States for payments with respect to any registered securities of such
series (and for payments with respect to bearer securities of such series
in the circumstances described above, but not otherwise);
. a Paying Agent in each Place of Payment located outside the United States
where (subject to applicable laws and regulations) debt securities of
such series and any coupons appertaining thereto may be presented and
surrendered for payment; provided that if the debt securities of such
series are listed on The International Stock Exchange, the London or the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, Ameritech Capital
will maintain a Paying Agent in London or Luxembourg City or any other
required city located outside the United States, as the case may be, for
debt securities of such series; and
. a Paying Agent in each Place of Payment located outside the United States
where (subject to applicable laws and regulations) registered securities
of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon Ameritech Capital may
be served. (Section 1002)
All moneys we pay to a Paying Agent for the payment of principal of and any
premium and interest on any debt security that remain unclaimed at the end of
two years after such principal, premium or interest becomes due and payable
will be repaid to us and thereafter the holder of such debt security or any
coupon appertaining thereto will look only to us for payment thereof. (Section
1003)
Global Securities
We may issue debt securities of a series in whole or in part in the form of
one or more global securities that will be deposited with, or on behalf of, a
depositary identified in the prospectus supplement. We may issue global
securities in either registered or bearer form and in either temporary or
permanent form. (Section 305) Unless and until it is exchanged for debt
securities in definitive form, you may not transfer a temporary global security
in registered form except as a whole by the depositary for such global security
to a nominee of such depositary or by a nominee of such depositary to such
depositary or another nominee of such depositary or by such depositary or any
such nominee to a successor of such depositary or a nominee of such successor.
(Section 304)
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The prospectus supplement will describe the specific terms of the depositary
arrangement with respect to a series of debt securities or any part thereof.
Ameritech Capital anticipates that the following provisions will apply to all
depositary arrangements relating to global securities.
Upon the issuance of a global security, the depositary for such global
security or its nominee will credit the accounts of persons holding a
beneficial interest in such global security with the respective principal
amounts of the debt securities represented by such global security. The
underwriters or agents will designate such accounts with respect to such debt
securities or we will designate such accounts if we offer and sell such debt
securities directly. Ownership of beneficial interests in a global security
will be limited to persons that have accounts with the depositary for such
global security or its nominee ("participants") or persons that may hold
interests through participants. Ownership of beneficial interests in such
global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary or its nominee
(with respect to interests of participants) for such global security and on the
records of participants (with respect to interests of persons other than
participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limitation and such laws may impair the ability to transfer beneficial
interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
Indenture. (Section 308) Except as provided below, owners of beneficial
interests in a global security will not be entitled to have debt securities
represented by such global security registered in their names, will not receive
or be entitled to receive physical delivery of such debt securities in
definitive form and will not be considered the owners or holders thereof under
the Indenture.
Payment of principal of and any premium and interest on debt securities
registered in the name of a depositary or its nominee will be made to the
depositary or its nominee, as the case may be, as the registered owner of the
global security representing such debt securities. Neither Ameritech Capital,
Ameritech, the Trustee, any Paying Agent nor the Security Registrar for such
debt securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the global security for such debt securities or for maintaining,
supervising or receiving any records relating to such beneficial ownership
interests.
Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities" below, we expect that the depositary or its nominee, as the
case may be, upon receipt of any payment of principal, premium or interest,
will credit immediately participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security for such debt securities as shown on the records of such
depositary or its nominee. We also expect that payments by participants to
owners of beneficial interests in such global security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
participants. Receipt by owners of beneficial interests in a temporary global
security of payments in respect of such temporary global security will be
subject to restrictions discussed under "Limitations on Issuance of Bearer
Securities" below.
If the depositary is at any time unwilling or unable to continue as
depositary and we do not appoint a successor depositary within 90 days, we will
issue debt securities of such series in definitive form in exchange for the
global security representing such series of debt securities. In addition, we
may at any time and in our sole discretion determine not to have the registered
securities of a series represented by a global security and, in such event, we
will issue registered securities of such series in definitive form in exchange
for the global security representing such series of registered securities.
Further, if we so specify with respect to the debt securities of a series,
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an owner of a beneficial interest in a global security representing debt
securities of such series may, on terms acceptable to us and the depository,
receive debt securities of such series in definitive form. In any such
instance, an owner of a beneficial interest in a global security will be
entitled to physical delivery in definitive form of debt securities of the
series represented by such global security equal in principal amount to such
beneficial interest and to have such debt securities registered in its name (if
the debt securities of such series are issuable as registered securities). Debt
securities of such series so issued in definitive form will be issued:
. as registered securities in denominations, unless otherwise specified by
Ameritech Capital, of U.S. $1,000 and integral multiples thereof if the
debt securities of such series are issuable as registered securities;
. as bearer securities in denominations, unless otherwise specified by
Ameritech Capital, of U.S. $5,000 with coupons attached if the debt
securities of such series are issuable as bearer securities; or
. as either registered or bearer securities, if the debt securities of such
series are issuable in either form. (Section 305)
See, however, "Limitations on Issuance of Bearer Securities" below for a
description of certain restrictions on the issuance of a bearer security in
definitive form in exchange for an interest in a global security.
Limitations on Issuance of Bearer Securities
In order to avoid the disallowance under United States federal tax laws and
regulations of the deduction for interest accrued by Ameritech Capital on
securities:
. bearer securities may not be offered, sold, resold or delivered in
connection with their original issue in the United States (or its
possessions) or to United States persons (each as defined in the Code and
the regulations thereunder) other than (subject to certain certification
requirements) to offices located outside of the United States of United
States financial institutions which agree to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Code and the regulations
thereunder; and
. any underwriters, agents and dealers participating in the offering of
debt securities must agree that they will not offer any bearer securities
for sale or resale in the United States (or its possessions) or to United
States persons (other than the financial institutions described above)
nor deliver bearer securities within the United States (or its
possessions).
Bearer securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code". Under Sections 165(j) and 1287(a) of the Code, holders
that are United States persons, with certain exceptions, will not be entitled
to deduct any loss on bearer securities and must treat any gain realized on the
sale or other disposition (including the receipt of principal) of bearer
securities as ordinary income.
Other restrictions and additional tax considerations may apply to the
issuance and holding of bearer securities. You should consult your tax advisor
concerning any such tax restrictions.
Liens on Assets
If, at any time, Ameritech Capital mortgages, pledges, or otherwise subjects
to any lien the whole or any part of any property or assets now owned or
hereafter acquired by it, except as hereinafter provided, Ameritech Capital
will secure the outstanding debt securities, and any other obligations of
Ameritech Capital which may be then outstanding and entitled to the benefit of
a covenant similar in effect to this covenant, equally and ratably with the
indebtedness or obligations secured by such mortgage, pledge, or lien, for as
long as any such indebtedness or obligation is so secured. The foregoing
covenant does not apply to:
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. the creation, extension, renewal or refunding of landlord's liens;
. liens with respect to the sale or financing of accounts or chattel paper;
. purchase-money mortgages or liens;
. liens arising under the Code or liens with respect to taxes, assessments
or other governmental charges or levies which may be owed by Ameritech
Capital from time to time and which, if delinquent, are being contested
in good faith; or
. other liens to which any property or asset acquired by Ameritech Capital
is subject as of the date of its acquisition by Ameritech Capital or to
the making of any deposit or pledge to secure public or statutory
obligations or with any governmental agency at any time required by law
in order to qualify Ameritech Capital to conduct its business or any part
thereof or in order to entitle it to maintain self-insurance or to obtain
the benefits of any law relating to workers' compensation, unemployment
insurance, old age pensions or other social security, or with any court,
board, commission, or governmental agency as security incident to the
proper conduct of any proceeding before it.
Nothing contained in the Indenture prevents Ameritech or any Person other
than Ameritech Capital from mortgaging, pledging, or subjecting to any lien any
of its property or assets, whether or not acquired by such Person from
Ameritech Capital. (Section 1006)
Restrictions on Mergers and Sales of Assets
Neither Ameritech Capital nor Ameritech may consolidate with or merge into
any other corporation, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and neither Ameritech Capital nor
Ameritech may permit any Person to consolidate with or merge into Ameritech
Capital or Ameritech or convey, transfer or lease its properties and assets
substantially as an entirety to Ameritech Capital or Ameritech unless:
. in the event Ameritech Capital or Ameritech consolidates with or merges
into another Person, or conveys, transfers or leases its properties and
assets substantially as an entirety to any Person, the Person formed by
such consolidation or into which Ameritech Capital or Ameritech is merged
or the Person to which the properties and assets of Ameritech Capital or
Ameritech are transferred substantially as an entirety shall be a
corporation, partnership or trust organized and existing under the laws
of the United States, any State thereof or the District of Columbia and
shall expressly assume the payment of the principal of, any premium, and
any interest, on the debt securities and the performance of the other
covenants of Ameritech Capital or Ameritech, as the case may be, under
the Indenture;
. after giving effect to such transaction, no Event of Default, or event
which after notice or lapse of time or both would become an Event of
Default, shall have occurred and be continuing; and
. if, as a result of such transaction, properties or assets of Ameritech
Capital would become subject to a Mortgage not permitted by Section 1006
of the Indenture without equally and ratably securing the debt securities
as provided therein (see "Liens on Assets" above), steps shall have been
taken to secure the debt securities equally and ratably with (or prior
to) all indebtedness secured thereby pursuant to Section 1006 of the
Indenture. (Section 801)
The merger of a subsidiary of SBC with and into Ameritech will comply with
the provisions of Section 801 of the Indenture.
Modification and Waiver
We may modify or amend the Indenture, including the rights of holders of a
series of outstanding debt securities, only with the consent of the holders of
a majority in aggregate principal amount of the
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outstanding debt securities of each series affected by the modification or
amendment. All holders of each outstanding debt security affected thereby must
consent if we want to:
. change the stated maturity date of the principal of, or any installment
of principal or interest on, any such debt security;
. reduce the principal amount of, premium, if any, or interest, if any, on
any such debt security (including in the case of an Original Issue
Discount Security the amount payable upon acceleration of the Maturity
thereof);
. change the Place of Payment where, or the coin or currency in which, any
principal of, premium, if any, or interest, if any, on any such debt
security is payable;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any such debt security;
. reduce the above-stated percentage of outstanding debt securities of any
series the consent of the holders of which is necessary to modify or
amend the Indenture;
. modify the foregoing requirements or reduce the percentage of aggregate
principal amount of outstanding debt securities of any series necessary
for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults; or
. change the substantive provisions of the guarantees. (Section 902)
The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may, on behalf of the holders of all debt
securities of such series, waive, insofar as such series is concerned,
Ameritech Capital's compliance with certain restrictive provisions of the
Indenture. (Section 1007) The holders of a majority in aggregate principal
amount of the outstanding debt securities of any series may, on behalf of the
holders of all debt securities of such series, waive any past default under the
Indenture with respect to such series, except a default in the payment of the
principal, any premium or any interest on any debt security of such series or
in respect of a provision under which the Indenture cannot be modified or
amended without consent of the holder of each outstanding debt security of such
series affected. (Section 513)
Events of Default
The Indenture defines an Event of Default with respect to any series of debt
securities as being any one of the following events:
(1) default for 90 days in any payment of interest on such series;
(2) default in any payment of principal of, or premium, if any, on such
series when due;
(3) default in the payment of any sinking fund installment with respect to
such series when due;
(4) default for 90 days after appropriate notice by the holders of at least
25 percent in aggregate principal amount of the outstanding debt
securities in performance of any other covenant or warranty in the
Indenture (other than a covenant or warranty included in the Indenture
solely for the benefit of series of debt securities other than such
series); or
(5) certain events in bankruptcy, insolvency or reorganization with respect
to either of Ameritech Capital or Ameritech.
In case an Event of Default shall occur and be continuing with respect to any
series of debt securities, the Trustee or the holders of not less than 25
percent in aggregate principal amount of the outstanding debt securities of
such series may declare the principal of such series (or, if the debt
securities of such series are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms of such series) to be due and
payable. Any Event of Default with respect to a particular series of debt
securities may be waived by the holders of a majority in aggregate
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principal amount of the outstanding debt securities of such series, except in
each case a failure to pay the principal of, premium, if any, or interest, if
any, on such debt security. (Sections 501, 502 and 513)
We are required to furnish the Trustee, not less often than annually, with a
certificate as to our respective compliance with all conditions and covenants
under the Indenture.
You should read the prospectus supplement relating to each series of offered
debt securities which are Original Issue Discount Securities for the particular
provisions relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities upon the occurrence
of an Event of Default and the continuation thereof.
The Indenture provides that the Trustee may withhold notice to the holders of
the debt securities of any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to the debt securities of
such series (except in the payment of principal of, premium, if any, or
interest, if any, or any sinking fund installment) if it considers it in the
interest of the holders of the debt securities to do so. (Section 602)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the
Indenture provides that the Trustee shall be under no obligation to exercise
any of its rights or powers under the Indenture at the request, order or
direction of the holders of the debt securities unless such holders shall have
offered to the Trustee reasonable indemnity. (Sections 601 and 603) Subject to
such provisions for indemnification and certain other rights of the Trustee,
the Indenture provides that the holders of a majority in aggregate principal
amount of the outstanding debt securities of any series affected shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the debt securities of such series. (Sections 512
and 603)
No holder of any debt security of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless:
. such holder shall have previously given to the Trustee written notice of
a continuing Event of Default with respect to debt securities of such
series;
. the holders of not less than 25 percent in aggregate principal amount of
the outstanding debt securities of such series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee; and
. the Trustee shall not have received from the holders of a majority in
aggregate principal amount of the outstanding debt securities of such
series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days. (Section 507)
However, the holder of any debt security will have an absolute right to
receive payment of the principal of, any premium, and any interest on such debt
security on or after the due dates expressed in such debt security and to
institute suit for the enforcement of any such payment. (Section 508)
Defeasance
Defeasance and Discharge. If the terms of a series of debt securities so
provide and Ameritech Capital deposits or causes to be deposited with the
Trustee, as trust funds in trust for that purpose, money and/or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay and discharge (1) the principal of, and premium, if any, and
each installment of principal and any premium and any interest on the
outstanding debt securities of such series on the Stated Maturity
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Date of such principal or installment of principal or interest (or on the
Redemption Date of the outstanding debt securities of such series if we elect
to redeem such outstanding debt securities in accordance with Section 1102 of
the Indenture), and (2) any mandatory (or, if applicable, optional) sinking
fund payments applicable to the outstanding debt securities of such series on
the day on which such payments are due and payable, then the Indenture will
cease to be of further effect with respect to such series (except for certain
obligations to compensate, reimburse and indemnify the Trustee, to register the
transfer or exchange of debt securities, to replace stolen, lost or mutilated
debt securities, to maintain paying agencies and to hold monies for payment in
trust and to pay any tax indemnity), and Ameritech Capital will be deemed to
have satisfied and discharged the Indenture with respect to such series.
(Section 403) In the event of any such defeasance, holders of debt securities
of such series would be able to look only to such trust fund for payment of
principal of, any premium, and any interest on such debt securities.
Under current United States federal income tax law, such defeasance will be
treated as a modification of the related debt securities and, therefore, as an
exchange. As a consequence, each holder of such debt securities will realize
gain or loss equal to the difference between the holder's adjusted tax basis
for the debt securities and the issue price of the deemed modified debt
securities at the time of such modification. The holder will recognize this
gain or loss except to the extent such exchange constitutes a tax-free
recapitalization. To the extent attributable to accrued interest not yet
recognized as gross income, such portion of the issue price of the deemed
modified debt securities will be treated as payment of interest and will not be
taken into account in determining such gain or loss. You are urged to consult
your own tax advisor as to the specific consequences of such a defeasance.
Defeasance of Certain Covenants and Certain Events of Default. If the terms
of the debt securities of any series so provide, Ameritech Capital may omit to
comply with certain restrictive covenants in Section 801 (Company and Guarantor
May Consolidate, Etc., Only on Certain Terms), Section 1005 (Purchase of
Securities by Company or Subsidiary) and Section 1006 (Lien on Assets), and
Sections 501(d), 501(e) and 501(f) of the Indenture, as described in clauses
(4) and (5) under "Events of Default" above, shall not be deemed to be Events
of Default under the Indenture with respect to such series, upon the deposit
with the Trustee, in trust, of money and/or U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide money in an amount sufficient to pay and
discharge (1) the principal (and premium, if any) and each installment of
principal, and premium, if any, and interest on the outstanding debt securities
of such series on the Stated Maturity of such principal or installment of
principal or interest (or on the Redemption Date of the outstanding debt
securities of such series if Ameritech Capital has elected to redeem such
outstanding debt securities in accordance with Section 1102 of the Indenture);
and (2) any mandatory (or, if applicable, optional) sinking fund payments
applicable to the outstanding debt securities of such series on the day on
which such payments are due and payable. The obligations of Ameritech Capital
under the Indenture and the debt securities other than with respect to the
covenants referred to above and the Events of Default other than the Events of
Default referred to above shall remain in full force and effect. (Section 1008)
In the event Ameritech Capital exercises its option to omit compliance with
certain covenants of the Indenture with respect to the debt securities of any
series as described above and the debt securities of such series are declared
due and payable because of the occurrence of any Event of Default other than
Events of Default described in clauses (4) and (5) under "Events of Default"
above, the amount of money and/or U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the debt securities of
such series on their Stated Maturity or Redemption Date, but may not be
sufficient to pay amounts due on such debt securities at the time of the
acceleration resulting from such Event of Default. However, Ameritech Capital
shall remain liable for such payments. (Section 1008)
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Limitation on Defeasance. To exercise either option referred to above under
Defeasance and Discharge and Defeasance of Certain Covenants and Certain Events
of Default, we are required to deliver to the Trustee an opinion of outside
counsel (which opinion, in the case of the option referred to under Defeasance
and Discharge above, is based on there having been, since the date of the
Indenture, a change in the applicable United States federal income tax law
(including a change in official interpretation thereof)), or a ruling from or
published by the Internal Revenue Service, to the effect that the exercise of
such option will not cause holders of debt securities to recognize income, gain
or loss for United States federal income tax purposes, and that such holders of
debt securities will be subject to United States federal income tax on the same
amount and in the same manner and at the same time as would have been the case
if such option had not been exercised.
Substitution of Collateral. If the terms of a series of debt securities so
provide, Ameritech Capital will be permitted at any time to withdraw any money
or U.S. Government Obligations deposited pursuant to the foregoing defeasance
provisions, provided that Ameritech Capital in substitution therefor
simultaneously deposits money and/or U.S. Government Obligations which would
then be sufficient to satisfy Ameritech Capital's payment obligations in
respect of the debt securities in the manner contemplated by such defeasance
provisions.
Notices
Except as may otherwise be set forth in the prospectus supplement, we will
give notices to holders of bearer securities by publication in a daily
newspaper in the English language of general circulation in The City of New
York and in London, and so long as such bearer securities are listed on the
Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall so require,
in a daily newspaper of general circulation in Luxembourg City or, if not
practical, elsewhere in Western Europe. Such publication is expected to be made
in The Wall Street Journal, the Financial Times and the Luxemburger Wort.
Notices to holders of registered securities will be given by mail to the
addresses of such holders as they appear in the Security Register. (Sections
101 and 106)
Title
Title to any temporary global debt security, any permanent global debt
security, any bearer securities and any coupons appertaining thereto will pass
by delivery. Ameritech Capital, Ameritech, the Trustee and any agent of
Ameritech Capital, Ameritech or the Trustee may treat the bearer of any bearer
security, the bearer of any coupon and the registered owner of any registered
security as the absolute owner thereof (whether or not such debt security or
coupon shall be overdue and notwithstanding any notice to the contrary) for the
purpose of making payment and for all other purposes. (Section 308)
Replacement of Securities and Coupons
We will replace any mutilated security or a security with a mutilated coupon
appertaining thereto at the expense of the holder upon surrender of such
security to the Trustee. We will replace securities or coupons that become
destroyed, stolen or lost at the expense of the holder upon delivery to the
Trustee of the security and coupons or evidence of the destruction, loss or
theft thereof satisfactory to Ameritech Capital and the Trustee; in the case of
any coupon which becomes destroyed, stolen or lost, we will replace such coupon
by issuing a new security in exchange for the security to which such coupon
appertains. In the case of a destroyed, lost or stolen security or coupon, the
Trustee and Ameritech Capital may require an indemnity at the expense of the
holder of such security or coupon before a replacement security will be issued.
(Section 306)
Governing Law
Illinois law (without regard to principles of conflicts of law) governs the
Indenture, the debt securities and the guarantees. The interest rate on the
debt securities will not exceed the maximum
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rate permitted by Illinois law as it may be modified by United States law of
general application. Under present Illinois law, no maximum rate of interest
would apply to the debt securities.
Concerning the Trustee
We maintain banking relationships in the ordinary course of business with the
Trustee. The Trustee also serves as indenture trustee under other unsecured
indentures entered into with other subsidiaries of Ameritech. The Trustee has a
commitment under a revolving credit facility available to Ameritech.
Under the Indenture, the Trustee is required to transmit annual reports to
all holders of debt securities regarding its eligibility and qualifications as
Trustee and certain related matters. (Section 703)
Plan of Distribution
We may sell the debt securities being offered hereby:
. directly to purchasers;
. through agents;
. through underwriters;
. through dealers; or
. through a combination of any such methods of sale.
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, and may include delayed delivery arrangements
providing for payment and delivery at a future date.
We may directly, or through agents we designate, solicit offers to purchase
debt securities. The names of the agents and the terms of the transactions will
be set forth in the prospectus supplement or a pricing supplement. Unless
otherwise indicated in the prospectus supplement or in a pricing supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If an underwriter or underwriters are used in a sale of debt securities, we
will execute 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.
If a dealer is used in a sale of debt securities, we 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.
The prospectus supplement will describe the method of distribution of the
debt securities. In connection with a sale of debt securities, underwriters may
receive compensation from Ameritech Capital and/or from purchasers of debt
securities in the form of discounts, concessions, commissions or otherwise.
Underwriters may sell debt securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or compensation from the purchasers. Underwriters,
dealers and agents that participate in the distribution of debt securities may
be deemed to be underwriters, and any compensation they receive
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from Ameritech Capital and any profit they receive on the resale of debt
securities may be deemed to be underwriting compensation under the Securities
Act of 1933, as amended (the "Securities Act"). Any such underwriter or agent
will be identified, and any such compensation or dealer concession will be
described, in the prospectus supplement or in a pricing supplement.
Underwriters, dealers, agents, and other persons may be entitled, under
agreements which may be entered into with us, to indemnification against, or
contribution with respect to, certain civil liabilities, including liabilities
under the Securities Act. Underwriters, dealers, agents and their affiliates
may be customers of, engage in transactions with, or perform services for,
Ameritech Capital, Ameritech or subsidiaries of Ameritech in the ordinary
course of business.
Experts
The consolidated financial statements and financial statement schedule of
Ameritech and its subsidiaries included and incorporated by reference in
Ameritech's annual report on Form 10-K for the year ended December 31, 1997 and
as part of Exhibit 99 to Ameritech's Current Report on Form 8-K dated February
18, 1999 have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in the reports of such firm. The consolidated
financial statements and financial statement schedule referred to above are
incorporated by reference herein in reliance upon the authority of Arthur
Andersen LLP as experts in giving said reports.
Legal Opinions
Winston & Strawn, Chicago, Illinois, will pass upon certain matters relating
to the legality of the debt securities and the guarantees for Ameritech Capital
and Ameritech and Mayer, Brown & Platt, Chicago, Illinois, will pass upon
certain matters for the agents or underwriters, if any. Mayer, Brown & Platt
from time to time acts as counsel in certain matters for Ameritech and certain
of its subsidiaries.
16
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee................ $278,000*
Rating Fees.................................................. 28,000
Fees and Expenses of Trustee................................. 7,500
Blue Sky Fees and Expenses................................... 5,000
Printing and Distributing Registration Statement, Prospectus,
Prospectus Supplement, Indenture and Miscellaneous Materi-
al.......................................................... 39,000
Accountants' Fees............................................ 32,500
Legal Fees & Expenses........................................ 35,000
Miscellaneous................................................ 6,250
--------
Total.................................................... $431,250
========
</TABLE>
--------
*Actual. All other amounts are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers of Ameritech and Ameritech
Capital in certain circumstances.
Article Seventh of the Certificate of Incorporation of Ameritech
provides that Ameritech shall indemnify, in accordance with and to the
full extent now or hereafter permitted by law, any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any
action by or in the right of Ameritech), by reason of his acting as a
director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, Ameritech, against any liability or
expense actually and reasonably incurred by such person in respect
thereof.
Each of Article VI of the By-laws of Ameritech and Article VII of the
By-laws of Ameritech Capital provides that such corporation shall
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason
of the fact that he (i) is or was a director, stockholder or
stockholder representative (with respect to Ameritech Capital),
officer, employee or agent of such corporation or (ii) is or was
serving at the request of such corporation as a director, stockholder
or stockholder representative (with respect to Ameritech Capital),
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
Furthermore, each of Ameritech and Ameritech Capital shall indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right
of such corporation to procure a judgment in its favor by reason of the
fact that he (i) is or was a director, officer, employee or agent of
such corporation, or (ii) is or was serving at the request of such
corporation as a director, officer,
II-1
<PAGE>
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of such corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to such corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
Article Twelfth of the Certificate of Incorporation of Ameritech
provides that directors of such corporation shall have no personal
liability to such corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach
of a director's duty of loyalty to such corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which a director derived an improper personal
benefit. Article 8 of the Certificate of Incorporation of Ameritech
Capital provides that stockholders (or stockholder representatives) of
such corporation shall have no personal liability to such corporation
or its stockholders for monetary damages for breach of fiduciary duty
as a stockholder, except (i) for any breach of a stockholder's duty of
loyalty to such corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which a
stockholder derived an improper personal benefit.
The directors and officers of Ameritech and the officers and former
directors of Ameritech Capital are covered by insurance policies
indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended, which
might be incurred by them in such capacities and against which they
cannot be indemnified by Ameritech and Ameritech Capital.
AT&T Corp. ("AT&T") has agreed to indemnify and hold harmless any
director or officer of a regional holding company (including Ameritech)
or any Bell telephone operating company, or any AT&T officer who has
been designated to act on behalf of a regional holding company who is
made, or threatened to be made, a party to an action or proceeding
because of such officer's or director's involvement in the
implementation of the Modification of Final Judgment or Plan of
Reorganization (entered into in connection with the court-approved
divestiture of certain assets of AT&T effective January 1, 1984)
against judgments, amounts paid in settlement, and reasonable expenses,
including attorneys' fees actually and necessarily incurred as a result
of such action or proceeding or an appeal therein, to the extent
permitted by applicable law, where such officer or director cannot
legally be indemnified by the regional holding company or any Bell
telephone operating company on whose behalf he acted, and to the extent
such officer or director is not reimbursed by the Bell System Officers
and Directors Liability Insurance or other insurance obtained by the
regional holding company or Bell Communications Research, Inc.
Any agents, dealers or underwriters who execute any of the agreements
filed as exhibits to this Registration Statement will agree to
indemnify the directors of Ameritech and the officers of Ameritech and
Ameritech Capital who signed the Registration Statement against certain
liabilities which might arise under the Securities Act of 1933, as
amended,
II-2
<PAGE>
with respect to information furnished to Ameritech and Ameritech
Capital by or on behalf of such agent, dealer or underwriter.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) have been previously filed
and are incorporated herein by reference to the File No. indicated:
<TABLE>
<S> <C>
*1-a. --Form of Selling Agency Agreement relating to the debt securities of
Ameritech Capital. (File No. 33-60067, Form S-3, Exhibit 1-a)
*1-b. --Form of Underwriting Agreement to be executed in connection with the
debt securities of Ameritech Capital. (File No. 33-60067, Form S-3,
Exhibit 1-b)
*4. --Indenture dated as of October 1, 1997 among Ameritech Capital Funding
Corporation, Ameritech Corporation and Bank One, NA (successor to Harris
Trust and Savings Bank), as Trustee (the "Indenture"). The form of the
guarantee of Ameritech to be endorsed on each of the debt securities is
set forth in Section 311 of the Indenture. Forms of the debt securities
are attached as Exhibits A and B to the form of Indenture. The form or
forms of debt securities with respect to each particular series of debt
securities registered hereunder that differ materially from the forms of
the debt securities filed as a part of the Indenture will be filed as an
exhibit to a Current Report on Form 8-K of Ameritech and incorporated
herein by reference or otherwise made a part hereof. (File No. 333-43179,
Form S-3, Exhibit 4)
5. --Opinion of Winston & Strawn as to the legality of the debt securities to
be issued.
8. --Opinion of Winston & Strawn re: tax matters.
*12. --Computation of Ratio of Earnings to Fixed Charges. (File No. 1-8612,
Ameritech's Current Report on Form 8-K dated February 18, 1999, Exhibit
12)
23-a. --Consent of Arthur Andersen LLP, independent public accountants.
23-b. --Consents of counsel are contained in the opinions of counsel filed as
Exhibits 5 and 8, respectively.
24. --Powers of Attorney.
25. --Statement of Eligibility of Trustee.
</TABLE>
ITEM 17. UNDERTAKINGS.
Ameritech and Ameritech Capital hereby undertake that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of Ameritech'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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of Ameritech and Ameritech Capital
II-3
<PAGE>
pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, Ameritech and
Ameritech Capital have been informed 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 Ameritech or Ameritech Capital of expenses
incurred or paid by a director, officer, or controlling person of
Ameritech or Ameritech Capital in the successful defense of any action,
suit, or proceeding) is asserted against Ameritech or Ameritech Capital
by such director, officer, or controlling person in connection with the
securities being registered, Ameritech and Ameritech Capital will,
unless in the opinion of their 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.
Ameritech and Ameritech Capital hereby undertake:
(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 Commission 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.
Provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Ameritech pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
Ameritech and Ameritech Capital hereby undertake that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration
II-4
<PAGE>
statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of
the registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ameritech Corpo-
ration 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 autho-
rized, in the City of Chicago, State of Illinois, on the 2nd day of March,
1999.
Ameritech Corporation
/s/ Richard W. Pehlke
By___________________________________
Richard W. Pehlke,
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Principal Executive Officer:
/s/ Richard C. Notebaert
- -----------------------------------
Richard C. Notebaert,
Chairman of the Board, President
and
Chief Executive Officer
Principal Financial Officer:
/s/ Oren G. Shaffer
- -----------------------------------
Oren G. Shaffer,
Executive Vice President and Chief
Financial Officer
Principal Accounting Officer:
/s/ Barbara A. Klein
- -----------------------------------
Barbara A. Klein,
Vice President and Comptroller
Directors:
D. C. Clark* J. B. McCoy*
M. R. Goodes* R. C. Notebaert*
H. H. Gray* J. D. Ong*
J. A. Henderson* A. B. Rand*
S. B. Lubar* L. D. Tyson*
L. M. Martin* J. A. Unruh*
A. C. Martinez*
/s/ Richard W. Pehlke
*By____________________________
Richard W. Pehlke
Attorney-in-Fact
Dated: March 2, 1999
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ameritech
Capital Funding Corporation 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 Chicago, State of
Illinois, on the 2nd day of March, 1999.
Ameritech Capital Funding
Corporation
/s/ David A. Dohnalek
By___________________________________
David A. Dohnalek, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
/s/ David A. Dohnalek
- -------------------------------------
David A. Dohnalek, President
Principal Financial Officer:
/s/ F. Arthur Naranjo
- -------------------------------------
F. Arthur Naranjo, Vice President
and
Chief Financial Officer
Principal Accounting Officer:
/s/ F. Arthur Naranjo
- -------------------------------------
F. Arthur Naranjo, Vice President
and
Chief Financial Officer
Sole Shareholder Acting in Lieu of Board of Directors:**
Ameritech Corporation
/s/ Richard W. Pehlke
By_____________________________
Richard W. Pehlke,
Vice President and
Treasurer
**Pursuant to Delaware close corporation law and Ameritech Capital Funding
Corporation's Certificate of Incorporation, Ameritech Corporation, as the
sole shareholder of Ameritech Capital Funding Corporation, acts in lieu of
any board of directors.
Dated: March 2, 1999
II-7
<PAGE>
EXHIBIT INDEX
Documents indicated by an asterisk (*) have been previously filed and are
incorporated herein by reference to the File No. indicated:
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Document Description Number
------- -------------------- ----------
<C> <S> <C>
*1-a. --Form of Selling Agency Agreement relating to the debt
securities of Ameritech Capital. (File No. 33-60067,
Form S-3, Exhibit 1-a)
*1-b. --Form of Underwriting Agreement to be executed in
connection with the debt securities of Ameritech
Capital. (File No. 33-60067, Form S-3, Exhibit 1-b)
*4. --Indenture dated as of October 1, 1997 among Ameritech
Capital Funding Corporation, Ameritech Corporation and
Bank One, NA (successor to Harris Trust and Savings
Bank), as Trustee (the "Indenture"). The form of the
guarantee of Ameritech to be endorsed on each of the
debt securities is set forth in Section 311 of the
Indenture. Forms of the debt securities are attached
as Exhibits A and B to the form of Indenture. The form
or forms of debt securities with respect to each
particular series of debt securities registered
hereunder that differ materially from the forms of the
debt securities filed as a part of the Indenture will
be filed as an exhibit to a Current Report on Form 8-K
of Ameritech and incorporated herein by reference or
otherwise made a part hereof. (File No. 333-43179,
Form S-3, Exhibit 4)
5. --Opinion of Winston & Strawn as to the legality of the
debt securities to be issued.
8. --Opinion of Winston & Strawn re: tax matters.
*12. --Computation of Ratio of Earnings to Fixed Charges.
(File No. 1-8612, Ameritech's Current Report on Form
8-K dated February 18, 1999, Exhibit 12)
23-a. --Consent of Arthur Andersen LLP, independent public
accountants.
23-b. --Consents of counsel are contained in the opinions of
counsel filed as Exhibits 5 and 8, respectively.
24. --Powers of Attorney.
25. --Statement of Eligibility of Trustee.
</TABLE>
<PAGE>
Exhibit 5
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
March 4, 1999
Ameritech Capital Funding Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed
contemporaneously herewith (the "Registration Statement") by Ameritech Capital
Funding Corporation, a Delaware corporation ("Capital Funding"), and Ameritech
Corporation, a Delaware corporation ("Ameritech"), with the Securities and
Exchange Commission (the "Commission") in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of up to $1,250,000,000 in
aggregate principal amount of debt securities of Capital Funding (the "Debt
Securities") and the unconditional guarantees of Ameritech to be endorsed on
such Debt Securities (the "Guarantees"). We have also examined the form of
Indenture among Capital Funding, Ameritech and Bank One, N.A. (successor to
Harris Trust and Savings Bank), as trustee (the "Trustee"), under which the Debt
Securities and the Guarantees are proposed to be issued (the "Indenture").
We have examined such corporate and other records, certificates and
documents and reviewed such questions of law as we have considered necessary or
appropriate for purposes of this opinion. We have assumed the authenticity of
all documents submitted to us as originals and the conformity with the original
documents of any copies of such documents submitted for examination.
Based upon the foregoing, we are of the opinion that when the Registration
Statement has become effective, and providing no stop order shall have been
issued by the Commission relating thereto, and when the Debt Securities and the
Guarantees, respectively, have been duly executed, authenticated and delivered
against payment therefor in accordance with and in the form set forth in the
Indenture and in accordance with the terms of the shareholder and board of
directors resolutions, as applicable, and officer's certificates of Capital
Funding and Ameritech, the Debt Securities and the Guarantees will constitute
legally issued and binding obligations of Capital Funding and Ameritech,
respectively, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and by general equitable principles.
This opinion is limited to the laws of the States of Illinois and Delaware
and to the federal laws of the United States. We assume no obligation to revise
or supplement this opinion should the present laws of these jurisdictions be
changed by legislative action, judicial decision or otherwise. This opinion is
limited to the specific issues addressed herein, and no opinion may be inferred
or implied beyond that expressly stated herein.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, and we further consent to the use of our name in the
Prospectus forming a part of the Registration Statement. In giving this
consent, we do not concede that we are experts within the meaning of the Act or
the rules and regulations thereunder or that this consent is required by Section
7 of the Act.
Very truly yours,
Winston & Strawn
<PAGE>
Exhibit 8
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
March 4, 1999
Ameritech Capital Funding Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Ameritech Corporation
30 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special counsel for Ameritech Capital Funding
Corporation ("Capital Funding") and Ameritech Corporation ("Ameritech") in
connection with the preparation of the Form S-3 Registration Statement (the
"Registration Statement") filed with the Securities and Exchange Commission
contemporaneously herewith under the Securities Act of 1933, as amended (the
"Act"), which Registration Statement includes a Prospectus (the "Prospectus").
The Prospectus relates to Capital Funding's offer from time to time of debt
securities, in one or more series, in an aggregate principal amount sufficient
to result in net proceeds to Capital Funding of up to U.S. $1,250,000,000 (the
"Debt Securities"). You have requested our opinion as to the accuracy of the
description in the Prospectus of certain federal tax consequences relating to
the Debt Securities.
We have examined the Prospectus and such other documents and have
reviewed such questions of law as we have considered necessary or appropriate
for the purposes of this opinion.
It is our opinion that the discussion of the federal income tax
consequences of defeasance under the caption "Defeasance and Discharge" within
the Prospectus is an accurate description of the material federal income tax
aspects of a defeasance of the Debt Securities.
This opinion is not binding upon the Internal Revenue Service, and is
rendered only as of the date hereof. We undertake no obligation to update this
opinion after the date hereof. Finally, the Code and the Regulations thereunder
are subject to change and new interpretation, both prospectively and
retroactively, and such changes or new interpretations, as well as changes in
the facts as they have been represented to or assumed by us, could affect our
analysis and conclusions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are
experts within the meaning of the Act or the rules and regulations thereunder or
that this consent is required by Section 7 of the Act.
Very truly yours,
Winston & Strawn
<PAGE>
Exhibit 23-a
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 13, 1998
and January 21, 1999 included and incorporated by reference in Ameritech
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997
and as part of Exhibit 99 to Ameritech Corporation's Current Report on Form 8-K
dated February 18, 1999, respectively, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 2, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
and/or officers of Ameritech Corporation, a Delaware corporation (the
"Company"), hereby constitutes and appoints Oren G. Shaffer, Barbara A. Klein
and Richard W. Pehlke, and each of them singly, his or her true and lawful
attorney or attorneys-in-fact, with full power of substitution, resubstitution
and revocation, for him or her and in his or her name, place and stead, (a) to
sign, on his or her behalf in the respective capacity or capacities for the
Company set forth below, a Registration Statement on Form S-3 with respect to
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of up to $1,000,000,000 aggregate principal amount of debt securities of
Ameritech Capital Funding Corporation, a Delaware corporation wholly owned by
the Company, and related guarantees of such debt securities by the Company (the
"Registration Statement"), together with any and all amendments (including pre-
effective and post-effective amendments) to such Registration Statement and any
registration statement filed pursuant to Rule 462(b) under the Securities Act,
(b) to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission or any state
regulatory authority, and otherwise to act for him or her and on his or her
behalf in connection therewith, and (c) to do or perform each and every act and
thing necessary, appropriate or desirable to be done in the premises, or in his
or her name, place and stead, in connection with such registration as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney or attorneys-in-fact or any of
them or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
respective dates set forth opposite their respective names.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Donald C. Clark Director March 2, 1999
- ------------------------ -----------------
Donald C. Clark
/s/ Melvin R. Goodes Director March 2, 1999
- ------------------------ -----------------
Melvin R. Goodes
/s/ Hanna Holborn Gray Director March 2, 1999
- ------------------------ -----------------
Hanna Holborn Gray
/s/ James A. Henderson Director March 2, 1999
- ------------------------ -----------------
James A. Henderson
/s/ Sheldon B. Lubar Director March 2, 1999
- ------------------------ -----------------
Sheldon B. Lubar
/s/ Lynn M. Martin Director March 2, 1999
- ------------------------ -----------------
Lynn M. Martin
/s/ Arthur C. Martinez Director March 2, 1999
- ------------------------ -----------------
Arthur C. Martinez
/s/ John B. McCoy Director March 2, 1999
- ------------------------ -----------------
John B. McCoy
/s/ Richard C. Notebaert Director, Chairman of March 2, 1999
- ------------------------ the Board, President -----------------
Richard C. Notebaert and CEO
/s/ John D. Ong Director January 29, 1999
- ------------------------ -----------------
John D. Ong
/s/ A. Barry Rand Director January 29, 1999
- ------------------------ -----------------
A. Barry Rand
/s/ Laura D'Andrea Tyson Director February 1, 1999
- ------------------------ -----------------
Laura D'Andrea Tyson
/s/ James A. Unruh Director January 28, 1999
- ------------------------ -----------------
James A. Unruh
</TABLE>
<PAGE>
Exhibit 25
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
BANK ONE, N.A.
Not Applicable 31-4148768
- -------------------------------------- -------------------
(State of Incorporation (I.R.S. Employer
if not a national bank) Identification No.)
100 East Broad Street, Columbus, Ohio 43271-0181
- -------------------------------------------------- ----------
(Address of trustee's principal executive offices) (Zip Code)
c/o Bank One Trust Company, NA
100 East Broad Street
Columbus, Ohio 43271-0181
(614) 248-5811
---------------------------------------------------------
(Name, address and telephone number of agent for service)
AMERITECH CORPORATION
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 36-3251481
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AMERITECH CAPITAL FUNDING CORPORATION
---------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 36-3675771
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<PAGE>
30 South Wacker Drive 60606
Chicago, IL (Zip Code)
(Address of principal executive
office)
Debt Securities Unconditionally Guaranteed by Ameritech Corporation
(Title of the Indenture securities)
GENERAL
1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Cleveland, Cleveland, Ohio
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
16. List of Exhibits
List below all exhibits filed as a part of this statement of eligibility
and qualification. (Exhibits identified in parentheses, on file with the
Commission, are incorporated herein by reference as exhibits hereto.)
Exhibit 1 - A copy of the Articles of Association of the trustee as now in
effect.
Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
business, see Exhibit 2 to Form T-1, filed in connection with Form S-3 relating
to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.
<PAGE>
Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
trust powers, see Exhibit 3 to Form T-1, filed in connection with Form S-3
relating to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003,
Securities and Exchange Commission File No. 33-50709.
Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.
<PAGE>
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
Exhibit 7 - Report of Condition of the trustee as of the close of business on
September 30, 1998, published pursuant to the requirements of the
Comptroller of the Company, see attached.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in
default.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, Bank One, NA, a national banking association organized under
the National Banking Act, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in Columbus, Ohio, on February 24, 1999.
Bank One, NA
By: /s/ David B. Knox
------------------------------------
Authorized Signer
<PAGE>
Exhibit 1
BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
-----------------------
For the purpose of organizing an association to carry on the business of
banking under the laws of the United States, the following Articles of
Association are entered into:
FIRST. The title of this Association shall be BANK ONE, COLUMBUS, NATIONAL
ASSOCIATION.
SECOND. The main office of the Association shall be in Columbus, County of
Franklin, State of Ohio. The general business of the Association shall be
conducted at its main office and its branches.
THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five Directors, the exact number of Directors
within such minimum and maximum limits to be fixed and determined from time-to-
time by resolution of the shareholders at any annual or special meeting thereof,
provided, however, that the Board of Directors, by resolution of a majority
thereof, shall be authorized to increase the number of its members by not more
than two between regular meetings of the shareholders. Each Director, during the
full term of his directorship, shall own, as qualifying shares, the minimum
number of shares of either this Association or of its parent bank holding
company in accordance with the provisions of applicable law. Unless otherwise
provided by the laws of the United States, any vacancy in the Board of Directors
for any reason, including an increase in the number thereof, may be filled by
action of the Board of Directors.
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FOURTH. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office of this Association or such other
place as the Board of Directors may designate, on the day of each year specified
therefor in the By-Laws, but if no election is held on that day, it may be held
on any subsequent business day according to the provisions of law; and all
elections shall be held according to such lawful regulations as may be
prescribed by the Board of Directors.
FIFTH. The authorized amount of capital stock of this Association shall be
2,073,750 shares of common stock of the par value of Ten Dollars ($10) each; but
said capital stock may be increased or decreased from time-to-time, in
accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the
Association shall have the preemptive or preferential right of subscription to
any share of any class of stock of this Association, whether now or hereafter
authorized or to any obligations convertible into stock of this Association,
issued or sold, nor any right of subscription to any thereof other than such, if
any, as the Board of Directors, in its discretion, may from time-to-time
determine and at such price as the Board of Directors may from time-to-time fix.
This Association, at any time and from time-to-time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The Board of Directors shall appoint one of its members President of
the Association, who shall be Chairman of the Board, unless the Board appoints
another director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents and to appoint a Secretary and such other
officers and employees as may be required to transact the business of this
Association.
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The Board of Directors shall have the power to define the duties of
the officers and employees of this Association; to fix the salaries to be paid
to them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all By-Laws that it may be lawful for them to make;
and generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of the City of Columbus,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of this Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time, place
and purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.
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<PAGE>
TENTH. Every person who is or was a Director, officer or employee of the
Association or of any other corporation which he served as a Director, officer
or employee at the request of the Association as part of his regularly assigned
duties may be indemnified by the Association in accordance with the provisions
of this paragraph against all liability (including, without limitation,
judgments, fines, penalties and settlements) and all reasonable expenses
(including, without limitation, attorneys' fees and investigative expenses) that
may be incurred or paid by him in connection with any claim, action, suit or
proceeding, whether civil, criminal or administrative (all referred to hereafter
in this paragraphs as "Claims") or in connection with any appeal relating
thereto in which he may become involved as a party or otherwise or with which he
may be threatened by reason of his being or having been a Director, officer or
employee of the Association or such other corporation, or by reason of any
action taken or omitted by him in his capacity as such Director, officer or
employee, whether or not he continues to be such at the time such liability or
expenses are incurred, provided that nothing contained in this paragraph shall
be construed to permit indemnification of any such person who is adjudged guilty
of, or liable for, willful misconduct, gross neglect of duty or criminal acts,
unless, at the time such indemnification is sought, such indemnification in such
instance is permissible under applicable law and regulations, including
published rulings of the Comptroller of the Currency or other appropriate
supervisory or regulatory authority, and provided further that there shall be no
indemnification of directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association. Every person who may be indemnified under the provisions of
this paragraph and who has been wholly successful on the merits with respect to
any Claim shall be entitled to indemnification as of right. Except as provided
in the preceding sentence, any indemnification under this paragraph shall be at
the sole discretion of the Board of Directors and shall be made only if the
Board of Directors or the Executive Committee acting by a quorum consisting of
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Directors who are not parties to such Claim shall find or if independent legal
counsel (who may be the regular counsel of the Association) selected by the
Board of Directors or Executive Committee whether or not a disinterested quorum
exists shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or non-
existence of a contract of insurance or indemnity under which the Association
would be wholly or partially reimbursed for such indemnification, but the
existence or non-existence of such insurance is not the sole circumstance to be
considered nor shall it be wholly determinative of whether such indemnification
shall be made. In addition to such finding or opinion, no indemnification under
this paragraph shall be made unless the Board of Directors or the Executive
Committee acting by a quorum consisting of Directors who are not parties to such
Claim shall find or if independent legal counsel (who may be the regular counsel
of the Association) selected by the Board of Directors or Executive Committee
whether or not a disinterested quorum exists shall render their opinion that the
Director, officer or employee acted in good faith in what he reasonably believed
to be the best interests of the Association or such other corporation and
further in the case of any criminal action or proceeding, that the Director,
officer or employee reasonably believed his conduct to be lawful. Determination
of any Claim by judgment adverse to a Director, officer or employee by
settlement with or without Court approval or conviction upon a plea of guilty or
of nolo contendere or its equivalent shall not create a presumption that a
Director, officer or employee failed to meet the standards of conduct set forth
in this paragraph. Expenses incurred with respect to any Claim may be advanced
by the Association prior to the final disposition thereof upon receipt of an
undertaking satisfactory to the Association by or on behalf of the recipient to
repay such amount unless it is ultimately determined that he is entitled to
indemnification under this paragraph. The rights of indemnification provided in
this paragraph shall be in addition to any rights to which any Director, officer
or employee may otherwise be entitled by contract or as a matter of law.
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Every person who shall act as a Director, officer or employee of this
Association shall be conclusively presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.
ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
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<PAGE>
Exhibit 4
BY-LAWS
-------
OF
--
BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
----------------------------------------
ARTICLE I
---------
MEETING OF SHAREHOLDERS
-----------------------
SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the Shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main banking house,
or other convenient place duly authorized by the Board of Directors, on the
third Monday of January of each year, or on the next succeeding banking day, if
the day fixed falls on a legal holiday. If from any cause, an election of
directors is not made on the day fixed for the regular meeting of shareholders
or, in the event of a legal holiday, on the next succeeding banking day, the
Board of Directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable, according to the provisions of law; and
notice thereof shall be given in the manner herein provided for the annual
meeting. Notice of such annual meeting shall be given by or under the direction
of the Secretary or such other officer as may be designated by the Chief
Executive Officer by first-class mail, postage prepaid, to all shareholders of
record of the Bank at their respective addresses as shown upon the books of the
Bank mailed not less than ten days prior to the date fixed for such meeting.
SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of this
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
this Bank. The notice of any special meeting of the shareholders called by the
Board of Directors, stating the time, place and purpose of the meeting, shall be
given by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of
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record of the Bank at their respective addresses as shown upon the books of the
Bank, mailed not less than ten days prior to the date fixed for such meeting.
Any special meeting of shareholders shall be conducted and its proceedings
recorded in the manner prescribed in these By-Laws for annual meetings of
shareholders.
SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of Directors may
designate a person to be the Secretary of the meetings of shareholders. In the
absence of a presiding officer, as designated in these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a Secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as Secretary
of the meeting.
The Secretary of the meetings of shareholders shall cause the returns made
by the judges and election and other proceedings to be recorded in the minute
book of the Bank. The presiding officer shall notify the directors-elect of
their election and to meet forthwith for the organization of the new board.
The minutes of the meeting shall be signed by the presiding officer and the
Secretary designated for the meeting.
SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the shareholders' meeting of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election at
the request of the chairman of the
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meeting, shall act as tellers of any other vote by ballot taken at such meeting,
and shall notify, in writing over their signatures, the secretary of the Board
of Directors of the result thereof.
SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in his name for as many persons
as there are Directors to be elected, or to cumulate such shares as provided by
Federal Law. In deciding all other questions at meetings of shareholders, each
shareholder shall be entitled to one vote on each share of stock of record in
his name. Shareholders may vote by proxy duly authorized in writing. All proxies
used at the annual meeting shall be secured for that meeting only, or any
adjournment thereof, and shall be dated, and if not dated by the shareholder,
shall be dated as of the date of receipt thereof. No officer or employee of this
Bank may act as proxy.
SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
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ARTICLE II
----------
DIRECTORS
---------
SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be managed
by the Board of Directors. Each director of the Bank shall be the beneficial
owner of a substantial number of shares of BANC ONE CORPORATION and shall be
employed either in the position of Chief Executive Officer or active leadership
within his or her business, professional or community interest which shall be
located within the geographic area in which the Bank operates, or as an
executive officer of the Bank. A director shall not be eligible for nomination
and re-election as a director of the Bank if such person's executive or
leadership position within his or her business, professional or community
interests which qualifies such person as a director of Bank terminates. The age
of 70 is the mandatory retirement age as a director of the Bank. When a person's
eligibility as director of the Bank terminates, whether because of change in
share ownership, position, residency or age, within 30 days after such
termination, such person shall submit his resignation as a director to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director. Provided, however, following
a person's retirement or resignation as a director because of the age
limitations herein set forth with respect to election or re-election as a
director, such person may, in special or unusual circumstances, and at the
discretion of the Board, be elected by the directors as a Director Emeritus of
the Bank for a limited period of time. A Director Emeritus shall have the right
to participate in board meetings but shall be without the power to vote and
shall be subject to re-election by the Board at its organizational meeting
following the Bank's annual meeting of shareholders.
SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification
prescribed by law. No person elected a director may exercise any of the powers
of his office until he has taken the oath of such office.
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SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until the
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to his prior death,
resignation, or removal from office. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Bank
until such vacancy is filled by the remaining directors, and any director so
appointed shall hold office for the unexpired term of his or her successor.
Notwithstanding the foregoing, each director shall hold office and serve at the
pleasure of the Board.
SECTION 2.04. ORGANIZATION MEETING. The directors elected by the share-holders
shall meet for organization of the new board at the time fixed by the presiding
officer of the annual meeting. If at the time fixed for such meeting there is no
quorum present, the Directors in attendance may adjourn from time to time until
a quorum is obtained. A majority of the number of Directors elected by the
shareholders shall constitute a quorum for the transaction of business.
SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held on the third Monday of each calendar month excluding March and
July, which meeting will be held at 4:00 p.m. When any regular meeting of the
Board falls on a holiday, the meeting shall be held on such other day as the
Board may previously designate or should the Board fail to so designate, on such
day as the Chairman of the Board of President may fix. Whenever a quorum is not
present, the directors in attendance shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding regular meeting
of the Board.
SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board or President, or at the request
of two or more Directors. Any special meeting may be held at such place in
Franklin County, Ohio, and at such time as may be fixed in the call. Written or
oral notice shall be given to each Director not later than the day next
preceding the day on which special meeting is to be held, which notice may be
waived in writing.
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The presence of a Director at any meeting of the Board shall be deemed a waiver
of notice thereof by him. Whenever a quorum is not present the Directors in
attendance shall adjourn the special meeting from day to day until a quorum is
obtained.
SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.
SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall receive
such fees for, and transportation expenses incident to, attendance at Board and
Board Committee Meetings and such fees for service as a Director irrespective of
meeting attendance as from time to time are fixed by resolution of the Board;
provided, however, that payment hereunder shall not be made to a Director for
meetings attended and/or Board service which are not for the Bank's sole benefit
and which are concurrent and duplicative with meetings attended or board service
for an affiliate of the Bank for which the Director receives payment; and
provided further, that payment hereunder shall not be made in the case of any
Director in the regular employment of the Bank or of one of its affiliates.
SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers of
the Board of Directors in accordance with the Provisions of the "Employees
Retirement Plan" and the "Agreement and Declaration of Trust" as the same now
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exist or may be amended hereafter. The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the Bank, one of whom, as hereinafter required by these By-laws, shall be the
Chief Executive Officer. The other members of the Committee shall be appointed
by the Chairman of the Board or by the President, with the approval of the Board
and shall continue as members of the Executive Committee until their successors
are appointed, provided, however, that any member of the Executive Committee may
be removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman or President shall fill any vacancy in the
Committee by the appointment of another Director, subject to the approval of the
Board of Directors. The regular meetings of the Executive Committee shall be
held on a regular basis as scheduled by the Board of Directors. Special meetings
of the Executive Committee shall be held at the call of the Chairman or
President or any two members thereof at such time or times as may be designated.
In the event of the absence of any member or members of the Committee, the
presiding member may appoint a member or members of the Board to fill the place
or places of such absent member or members to serve during such absence. Not
fewer than three members of the Committee must be present at any meeting of the
Executive Committee to constitute a quorum, provided, however that with regard
to any matters on which the Executive Committee shall vote, a majority of the
Committee members present at the meeting at which a vote is to be taken shall
not be officers of the Bank and, provided further, that if, at any meeting at
which the Chairman of the Board and President are both present, Committee
members who are not officers are not in the majority, then the Chairman of the
Board or President, which ever of such officers is not also the Chief Executive
Officer, shall not be eligible to vote at such meeting and shall not be
recognized for purposes of determining if a quorum is present at such meeting.
When neither the Chairman of the Board nor President are present, the Committee
shall appoint a presiding officer. The Executive Committee shall keep a record
of its proceedings and report its proceedings and the action taken by it to the
Board of Directors.
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SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE. There
shall be a standing committee of the Board of Directors known as the Community
Reinvestment Act and Compliance Policy Committee the duties of which shall be,
at least once in each calendar year, to review, develop and recommend policies
and programs related to the Bank's Community Reinvestment Act Compliance and
regulatory compliance with all existing statutes, rules and regulations
affecting the Bank under state and federal law. Such Committee shall provide and
promptly make a full report of such review of current Bank policies with regard
to Community Reinvestment Act and regulatory compliance in writing to the Board,
with recommendations, if any, which may be necessary to correct any
unsatisfactory conditions. Such Committee may, in its discretion, in fulfilling
its duties, utilize the Community Reinvestment Act officers of the Bank, Banc
One Ohio Corporation and Banc One Corporation and may engage outside Community
Reinvestment Act experts, as approved by the Board, to review, develop and
recommend policies and programs as herein required. The Community Reinvestment
Act and regulatory compliance policies and procedures established and the
recommendations made shall be consistent with, and shall supplement, the
Community Reinvestment Act and regulatory compliance programs, policies and
procedures of Banc One Corporation and Banc One Ohio Corporation. The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board members, one of whom shall be the Chief Executive Officer and a
majority of whom are not officers of the Bank. Not fewer than three members of
the Committee, a majority of whom are not officers of the Bank, must be present
to constitute a quorum. The Chairman of the Board or President of the Bank,
whichever is not the Chief Executive Officer, shall be an ex officio member of
the Community Reinvestment Act and Compliance Policy Committee. The Community
Reinvestment Act and Compliance Policy Committee, whose chairman shall be
appointed by the Board, shall keep a record of its proceedings and report its
proceedings and the action taken by it to the Board of Directors.
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SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known as
the Trust Management Committee and the Trust Examination Committee appointed as
hereinafter provided.
SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.
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ARTICLE III
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.
(a) The officers of the Bank shall include a President, Secretary and
Security Officer and may include a Chairman of the Board, one or more
Vice Chairmen, one or more Vice Presidents (which may include one or
more Executive Vice Presidents and/or Senior Vice Presidents) and one
or more Assistant Secretaries, all of whom shall be elected by the
Board. All other officers may be elected by the Board or appointed in
writing by the Chief Executive Officer. The salaries of all officers
elected by the Board shall be fixed by the Board. The Board from time-
to-time shall designate the President or Chairman of the Board to
serve as the Bank's Chief Executive Officer.
(b) The Chairman of the Board, if any, and the President shall be elected
by the Board from their own number. The President and Chairman of the
Board shall be re-elected by the Board annually at the organizational
meeting of the Board of Directors following the Annual Meeting of
Shareholders. Such officers as the Board shall elect from their own
number shall hold office from the date of their election as officers
until the organization meeting of the Board of Directors following the
next Annual Meeting of Shareholders, provided, however, that such
officers may be relieved of their duties at any time by action of the
Board in which event all the powers incident to their office shall
immediately terminate.
(c) Except as provided in the case of the elected officers who are members
of the Board, all officers, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by
law or these By-laws, the Board assigns to Chief Executive Officer
and/or his
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designees the authority to appoint and dismiss any elected or
appointed officer or other member of the Bank's management staff and
other employees of the Bank, as the person in charge of and
responsible for any branch office, department, section, operation,
function, assignment or duty in the Bank.
(d) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chief Executive Officer, and such
other persons in the employment of the Bank who, pursuant to written
appointment and authorization by a duly authorized officer of the
Bank, perform management functions and have management
responsibilities. Any two or more offices may be held by the same
person except that no person shall hold the office of Chairman of the
Board and/or President and at the same time also hold the office of
Secretary.
(e) The Chief Executive Officer of the Bank and any other officer of the
Bank, to the extent that such officer is authorized in writing by the
Chief Executive Officer, may appoint persons other than officers who
are in the employment of the Bank to serve in management positions and
in connection therewith, the appointing officer may assign such title,
salary, responsibilities and functions as are deemed appropriate by
him, provided, however, that nothing contained herein shall be
construed as placing any limitation on the authority of the Chief
Executive Officer as provided in this and other sections of these By-
Laws.
SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Bank
shall have general and active management of the business of the Bank and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. Except as otherwise prescribed or limited by these By-Laws, the Chief
Executive Officer shall have full right, authority and power to control all
personnel, including elected and appointed officers, of the Bank, to employ or
direct the
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employment of such personnel and officers as he may deem necessary, including
the fixing of salaries and the dismissal of them at pleasure, and to define and
prescribe the duties and responsibility of all Officers of the Bank, subject to
such further limitations and directions as he may from time-to-time deem proper.
The Chief Executive Officer shall perform all duties incident to his office and
such other and further duties, as may, from time-to-time, be required of him by
the Board of Directors or the shareholders. The specification of authority in
these By-Laws wherever and to whomever granted shall not be construed to limit
in any manner the general powers of delegation granted to the Chief Executive
Officer in conducting the business of the Bank. The Chief Executive Officer or,
in his absence, the Chairman of the Board or President of the Bank, as
designated by the Chief Executive Officer, shall preside at all meetings of
shareholders and meetings of the Board. In the absence of the Chief Executive
Officer, such officer as is designated by the Chief Executive Officer shall be
vested with all the powers and perform all the duties of the Chief Executive
Officer as defined by these By-Laws. When designating an officer to serve in his
absence, the Chief Executive Officer shall select an officer who is a member of
the Board of Directors whenever such officer is available.
SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive
Officer, the Chairman of the Board, the President, and those officers so
designated and authorized by the Chief Executive Officer are authorized for an
on behalf of the Bank, and to the extent permitted by law, to make loans and
discounts; to purchase or acquire drafts, notes, stock, bonds, and other
securities for investment of funds held by the Bank; to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attorneys;
to sign and give any notice required to be given; to demand payment and/or to
declare due for any default any debt or obligation due or payable to the Bank
upon demand or authorized to be declared due; to foreclose any mortgages, to
exercise any option, privilege or election to forfeit, terminate, extend or
renew any lease; to authorize and direct any proceedings for the collection of
any money or for the enforcement
-22-
<PAGE>
of any right or obligation; to adjust, settle and compromise all claims of every
kind and description in favor of or against the Bank, and to give receipts,
releases and discharges therefor; to borrow money and in connection therewith to
make, execute and deliver notes, bonds or other evidences of indebtedness; to
pledge or hypothecate any securities or any stocks, bonds, notes or any
property real or personal held or owned by the Bank, or to rediscount any notes
or other obligations held or owned by the Bank, to employ or direct the
employment of all personnel, including elected and appointed officers, and the
dismissal of them at pleasure, and in furtherance of and in addition to the
powers hereinabove set forth to do all such acts and to take all such
proceedings as in his judgment are necessary and incidental to the operation of
the Bank.
Other persons in the employment of the Bank, including but not limited to
officers and other members of the management staff, may be authorized by the
Chief Executive Officer, or by an officer so designated and authorized by the
chief Executive Officer, to perform the powers set forth above, subject,
however, to such limitations and conditions as are set forth in the
authorization given to such persons.
SECTION 3.04. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Chief Executive
Officer or the Board of Directors as Assistant Secretary to perform the duties
of the Secretary.
SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department within the
Bank and any other officer to the extent such officer is so designated and
authorized by the Chief Executive Officer, the Chairman of the
-23-
<PAGE>
Board, the President, or any other officer who is a member of the Bank's
management staff who is in charge of and responsible for any department within
the Bank, are hereby authorized on behalf of the Bank to sell, assign, lease,
mortgage, transfer, deliver and convey any real or personal property now or
hereafter owned by or standing in the name of the Bank or its nominee, or held
by this Bank as collateral security, and to execute and deliver such deeds,
contracts, leases, assignments, bills of sale, transfers or other papers or
documents as may be appropriate in the circumstances; to execute any loan
agreement, security agreement, commitment letters and financing statements and
other documents on behalf of the Bank as a lender; to execute purchase orders,
documents and agreements entered into by the Bank in the ordinary course of
business, relating to purchase, sale, exchange or lease of services, tangible
personal property, materials and equipment for the use of the Bank; to execute
powers of attorney to perform specific or general functions in the name of or on
behalf of the Bank; to execute promissory notes or other instruments evidencing
debt of the Bank; to execute instruments pledging or releasing securities for
public funds, documents submitting public fund bids on behalf of the Bank and
public fund contracts; to purchase and acquire any real or personal property
including loan portfolios and to execute and deliver such agreements, contracts
or other papers or documents as may be appropriate in the circumstances; to
execute any indemnity and fidelity bonds, proxies or other papers or documents
of like or different character necessary, desirable or incidental to the conduct
of its banking business; to execute and deliver settlement agreements or other
papers or documents as may be appropriate in connection with a dismissal
authorized by Section 3.01(c) of these By-laws; to execute agreements,
instruments, documents, contracts or other papers of like or difference
character necessary, desirable or incidental to the conduct of its banking
business; and to execute and deliver partial releases from and discharges or
assignments of mortgages, financing statements and assignments or surrender of
insurance policies, now or hereafter held by this Bank.
The Chief Executive Officer, Chairman of the Board, President, any officer
being a member of the Bank's management staff who is also a person in charge of
and responsible for any department within the Bank, and any other officer of the
Bank so designated and authorized by the Chief Executive Officer, Chairman of
the
-24-
<PAGE>
Board, President or any officer who is a member of the Bank's management staff
who is in charge of and responsible for any department within the Bank are
authorized for and on behalf of the Bank to sign and issue checks, drafts, and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for property acquired by
or entrusted to the Bank, to guarantee the genuineness of signatures on
assignments of stocks, bonds or other securities, to sign certifications of
checks, to endorse and deliver checks, drafts, warrants, bills, notes,
certificates of deposit and acceptances in all business transactions of the
Bank.
Other persons in the employment of the Bank and of its subsidiaries,
including but not limited to officers and other members of the management staff,
may be authorized by the Chief Executive Officer, Chairman of the Board,
President or by an officer so designated by the Chief Executive Officer,
Chairman of the Board, or President to perform the acts and to execute the
documents set forth above, subject, however, to such limitations and conditions
as are contained in the authorization given to such person.
SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.
-25-
<PAGE>
ARTICLE IV
----------
TRUST DEPARTMENT
----------------
SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to this
Bank under the provisions of Federal Law and Regulations of the Comptroller of
the Currency, there shall be maintained a separate Trust Department of the Bank,
which shall be operated in the manner specified herein.
SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee
known as the Trust Management Committee, consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee shall consist
of the Chairman of the Board who shall be Chairman of the Committee, the
President, and at least three other Directors appointed by the Board of
Directors and who shall continue as members of the Committee until their
successors are appointed. Any vacancy in the Trust Management Committee may be
filled by the Board at any regular or special meeting. In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such absent members to serve during
such absence. Three members of the Committee shall constitute a quorum. Any
member of the Committee may be removed by the Board by a majority vote at any
regular or special meeting of the Board. The Committee shall meet at such times
as it may determine or at the call of the Chairman, or President or any two
members thereof.
The Trust Management Committee, under the general direction of the Board of
Directors, shall supervise the policy of the Trust Department which shall be
formulated and executed in accordance with Law, Regulations of the Comptroller
of the Currency, and sound fiduciary principles.
-26-
<PAGE>
SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing Committee
known as the Trust Examination Committee, consisting of three directors
appointed by the Board of Directors and who shall continue as members of the
committee until their successors are appointed. Such members shall not be active
officers of the Bank. Two members of the Committee shall constitute a quorum.
Any member of the Committee may be removed by the Board by a majority vote at
any regular or special meeting of the Board. The Committee shall meet at such
times as it may determine or at the call of two members thereof.
This Committee shall, at least once during each calendar year and within
fifteen months of the last such audit, or at such other time(s) as may be
required by Regulations of the Comptroller of the Currency, make suitable audits
of the Trust Department or cause suitable audits to be made by auditors
responsible only to the Board of Directors, and at such time shall ascertain
whether the Department has been administered in accordance with Law, Regulations
of the Comptroller of the Currency and sound fiduciary principles.
The Committee shall promptly make a full report of such audits in writing
to the Board of Directors of the Bank, together with a recommendation as to what
action, if any, may be necessary to correct any unsatisfactory condition. A
report of the audits together with the action taken thereon shall be noted in
the Minutes of the Board of Directors and such report shall be a part of the
records of this Bank.
SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management and
supervision of an officer of the Bank or of the trust affiliate of the Bank
designated by and subject to the advice and direction of the Chief Executive
Officer. Such officer having supervisory responsibility over the Trust
Department shall do or cause to be done all things necessary or proper in
carrying on the business of the Trust Department in accordance with provisions
of law and applicable regulations.
-27-
<PAGE>
SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust Department may be
carried in the name of the Bank in its fiduciary capacity, in the name of Bank,
or in the name of a nominee or nominees.
SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary capacity
awaiting investment or distribution shall not be held uninvested or
undistributed any longer than is reasonable for the proper management of the
account and shall be invested in accordance with the instrument establishing a
fiduciary relationship and local law. Where such instrument does not specify the
character or class of investments to be made and does not vest in the Bank any
discretion in the matter, funds held pursuant to such instrument shall be
invested in any investment which corporate fiduciaries may invest under local
law.
The investments of each account in the Trust Department shall be kept
separate from the assets of the Bank, and shall be placed in the joint custody
or control of not less than two of the officers or employees of the Bank or of
the trust affiliate of the Bank designated for the purpose by the Trust
Management Committee.
SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer of the Trust Department, and such other
officers of the trust affiliate of the Bank as are specifically designated and
authorized by the Chief Executive Officer, the President, or the officer in
charge of the Trust Department, are hereby authorized, on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real property
or personal property and to purchase and acquire any real or personal property
and to execute and deliver such agreements, contracts, or other papers and
documents as may be appropriate in the circumstances for property now or
hereafter owned by or standing in the name of this Bank, or its nominee, in any
fiduciary capacity, or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute and
deliver partial releases from
-28-
<PAGE>
any discharges or assignments or mortgages and assignments or surrender of
insurance policies, to execute and deliver deeds, contracts, leases,
assignments, bills of sale, transfers or such other papers or documents as may
be appropriate in the circumstances for property now or hereafter held by this
Bank in any fiduciary capacity or owned by any principal for whom this Bank may
now or hereafter be acting under a power of attorney or as agent; to execute and
deliver settlement agreements or other papers or documents as may be appropriate
in connection with a dismissal authorized by Section 3.01(c) of these By-laws;
provided that the signature of any such person shall be attested in each case by
any officer of the Trust Department or by any other person who is specifically
authorized by the Chief Executive Officer, the President or the officer in
charge of the Trust Department.
The Chief Executive Officer, Chairman of the Board, President, any officer
of the Trust Department and such other officers of the trust affiliate of the
Bank as are specifically designated and authorized by the Chief Executive
Officer, the President, or the officer in charge of the Trust Department, or any
other person or corporation as is specifically authorized by the Chief Executive
Officer, the President or the officer in charge of the Trust Department, are
hereby authorized on behalf of this Bank, to sign any and all pleadings and
papers in probate and other court proceedings, to execute any indemnity and
fidelity bonds, trust agreements, proxies or other papers or documents of like
or different character necessary, desirable or incidental to the appointment of
the Bank in any fiduciary capacity and the conduct of its business in any
fiduciary capacity; also to foreclose any mortgage, to execute and deliver
receipts for payments of principal, interest, dividends, rents, fees and
payments of every kind and description paid to the Bank; to sign receipts for
property acquired or entrusted to the Bank; also to sign stock or bond
certificates on behalf of this Bank in any fiduciary capacity and on behalf of
this Bank as transfer agent or registrar; to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as
-29-
<PAGE>
Trustee. Any such person, as well as such other persons as are specifically
authorized by the Chief Executive Officer or the officer in charge of the Trust
Department, may sign checks, drafts and orders for the payment of money executed
by the Trust Department in the course of its business.
SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any officer
of the Trust Department, any officer of the trust affiliate of the Bank and such
other persons as may be specifically authorized by Resolution of the Trust
Management Committee or the Board of Directors, may vote shares of stock of a
corporation of record on the books of the issuing company in the name of the
Bank or in the name of the Bank as fiduciary, or may grant proxies for the
voting of such stock of the granting if same is permitted by the instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such fiduciary account. In the case of shares of stock which are held by a
nominee of the Bank, such shares may be voted by such person(s) authorized by
such nominee.
-30-
<PAGE>
ARTICLE V
---------
STOCKS AND STOCK CERTIFICATES
-----------------------------
SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the President, or a Vice President (which signature may be engraved,
printed or impressed), and shall be signed manually by the Secretary, or any
other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its fact
that the stock represented thereby is transferable only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.
SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable only upon the stock transfer books of the Bank and except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of any affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the President, or a Vice President. The Board of Directors, or the Chief
Executive Officer, may authorize the issuance of a new certificate therefor
without the furnishing of indemnity. Stock Transfer Books, in which all
transfers of stock shall be recorded, shall be provided.
-31-
<PAGE>
The stock transfer books may be closed for a reasonable period and under
such conditions as the Board of Directors may at any time determine for any
meeting of shareholders, the payment of dividends or any other lawful purpose.
In lieu of closing the transfer books, the Board may, in its discretion, fix a
record date and hour constituting a reasonable period prior to the day
designated for the holding of any meeting of the shareholders or the day
appointed for the payment of any dividend or for any other purpose at the time
as of which shareholders entitled to notice of and to vote at any such meeting
or to receive such dividend or to be treated as shareholders for such other
purpose shall be determined, and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such dividends
or to be treated as shareholders for such other purpose.
-32-
<PAGE>
ARTICLE VI
----------
MISCELLANEOUS PROVISIONS
------------------------
SECTION 6.01. SEAL. The impression made below is an impression of the seal
adopted by the Board of Directors of BANK ONE, NA f/k/a Bank One, Columbus, NA.
The Seal may be affixed by any officer of the Bank to any document executed by
an authorized officer on behalf of the Bank, and any officer may certify any
act, proceedings, record, instrument or authority of the Bank.
SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive Committee,
the Bank and each of its Branches shall be open for business on such days and
during such hours as the Chief Executive Officer of the Bank shall, from time to
time, prescribe.
SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association, the returns of the judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting shall be signed by the presiding Officer and attested by
the secretary of the meetings.
SECTION 6.04. AMENDMENT OF BY-LAWS. These By-Laws may be amended by vote of a
majority of the Directors.
-33-
<PAGE>
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
CONSENT
-------
The undersigned, designated to act as Trustee under the Indenture for Ameritech
Capital Funding Corporation and Ameritech Corporation described in the attached
Statement of Eligibility and Qualification, does hereby consent that reports of
examinations by Federal, State, Territorial, or District Authorities may be
furnished by such authorities to the Commission upon the request of the
Commission.
This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.
Bank One, NA
Dated: February 24, 1999
By: /s/ David B. Knox
---------------------------
Authorized Signer
-34-
<PAGE>
OMB Number: 7100-0038
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 2001
Federal Financial Institutions Examination Council
________________________________________________________________________________
---
1
---
Please refer to page I,
Table of Contents, for
the required disclosure
of estimated burden
________________________________________________________________________________
Consolidated Reports of Condition and Income for A Bank With Domestic and
Foreign Offices - FFIEC 031
Report at the close of business September 30, 1998
19980930
- -----------
(RCRI 0999)
This report is required by law: 12 U.S.C. (S)324 (State member banks); 12 U.S.C.
(S)1817 (State nonmember banks); and 12 U.S.C. (S)161 (National banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
________________________________________________________________________________
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, E. Patrick Leahy
- ---------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.
/s/ E. Patrick Leahy
- ----------------------------------------------
Signature of Officer Authorized to Sign Report
October 30, 1998
- ----------------------------------------------
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
and declare that it has been examined by us and to the best of our knowledge and
belief has been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct.
/s/ Fredrick L. Cullen
- ----------------------
Director (Trustee)
/s/ David P. Lauer
- ----------------------
Director (Trustee)
/s/ William M. Bennett
- ----------------------
Directory (Trustee)
________________________________________________________________________________
Submission of Reports
Each bank must prepare its Reports of Condition and Income either:
(a) In electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data Systems Corporation
(EDS), by modem or on computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
For electronic filing assistance contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy record of the completed report that the bank places in its files.
________________________________________________________________________________
FDIC Certificate Number. 06559
-------------
(RCRI 9050)
Bank One, NA
- --------------------------------------------------
Legal Title of Bank (TEXT 9010)
Columbus
- --------------------------------------------------
City (TEXT 9130)
OH 43271
- --------------------------------------------------
State Abbrev. (TEXT 9200) Zip Code, (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
<TABLE>
<CAPTION>
C400-
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1)________________________________________________ 0081 953,486 1.a
b. Interest-bearing balances (2)_________________________________________________________________________ 0071 1,100 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)____________________________________________ 1754 143,964 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)__________________________________________ 1773 1,720,348 2.b
3. Federal funds sold and securities purchased under agreements to resell___________________________________ 1350 471,417 3.
4. Loans and lease financing receivables: RCFD
a. Loans and leases, net of unearned income (from Schedule RC-C)________________________ 2122 18,974,685 4.a
b. LESS: Allowance for loan and lease losses____________________________________________ 3123 452,588 4.b
c. LESS: Allocated transfer risk reserve________________________________________________ 3126 0 4.c
d. Loans and leases, net of unearned income, RCFD
allowance, and reserve (item 4.a minus 4.b and 4.c)___________________________________________________ 2125 18,522,097 4.d
5. Trading assets (from Schedule RC-D)_____________________________________________________________________ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)_________________________________________________ 2145 165,829 6.
7. Other real estate owned (from Schedule RC-M)_____________________________________________________________ 2150 11,010 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)_________________ 2130 46,763 8.
9. Customers' liability to this bank on acceptances outstanding_____________________________________________ 2155 0 9.
10. Intangible assets (from Schedule RC-M)___________________________________________________________________ 2143 97,198 10.
11. Other assets (from Schedule RC-F)________________________________________________________________________ 2160 1,445,974 11.
12. Total assets (sum of items 1 through 11)________________________________________________________________ 2170 23,579,186 12.
</TABLE>
- -------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Schedule RC - Continued
Dollar Amounts in Thousands
________________________________________________________________________________
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
part I)____________________________________________________________________________ RCON 2200 14,748,867 13.a
(1) Noninterest-bearing (1)________________________________________________________ 6631 4,306,304 13.a.1
(2) Interest-bearing_______________________________________________________________ 6636 10,442,563 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, RCFN
part II)___________________________________________________________________________ RCFN 2200 2,759,089 13.b
(1) Noninterest-bearing____________________________________________________________ 6631 0 13.b1
(2) Interest-bearing_______________________________________________________________ 6636 2,759,089 RCFD 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase_____________________________ 2800 1,603,587 14
RCON
15. a. Demand notes issued to the U.S. Treasury____________________________________________________________ 2840 59,625 15.a
RCFD
b. Trading liabilities (from Schedule RC-D)____________________________________________________________ 3548 0 15.b
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a. With a remaining maturity of one year or less_______________________________________________________ 2332 528,831 16.a
b. With a remaining maturity of more than one year through three years_________________________________ A547 201,207 16.b
c. With a remaining maturity of more than three years__________________________________________________ A548 589,924 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding_______________________________________________ 2920 0 18
19. Subordinated notes and debentures(2)___________________________________________________________________ 3200 729,412 19
20. Other liabilities (from Schedule RC-G)_________________________________________________________________ 2930 499,360 20
21. Total liabilities (sum of items 13 through 20)_________________________________________________________ 2948 21,719,902 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus__________________________________________________________ 3838 0 23
24. Common stock___________________________________________________________________________________________ 3230 127,044 24
25. Surplus (exclude all surplus related to preferred stock)_______________________________________________ 3839 820,601 25
26. a. Undivided profits and capital reserves______________________________________________________________ 3632 887,743 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities______________________________ 8434 23,896 26.b
27. Cumulative foreign currency translation adjustments_____________________________________________________3284 0 27
28. Total equity capital (sum of items 23 through 27)______________________________________________________ 3210 1,859,284 28
29. Total liabilities and equity capital (sum of items 21 and 28)__________________________________________ 3300 23,579,186 29
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external RCFD Number
auditors as of any date during 1997___________________________________________________________________ 5724 N/A M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
