Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 16± 69K
Pursuant to a Transaction
2: EX-1 Underwriting Agreement 41 183K
3: EX-5 Opinion re: Legality 2± 10K
4: EX-12 Statement re: Computation of Ratios 1 7K
5: EX-23 Consent of Experts or Counsel 1 7K
6: EX-24 Power of Attorney 4± 17K
7: EX-25 Statement re: Eligibility of Trustee 53 370K
EX-24 — Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation,
a Connecticut corporation ("Corporation"), proposes to file shortly with
the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended ("Act"), a registration statement for
the registration, under said Act, of $470,000,000 of one or more issues
of debt securities to consist of Notes of the Corporation; and
WHEREAS, each of the undersigned is an officer or director, or both,
of the Corporation, and holds the office, or offices, in the
Corporation herein below indicated under their name, respectively.
NOW, THEREFORE, the undersigned, and each of them, hereby constitutes
and appoints Madelyn M. DeMatteo their attorney-in-fact for them and in their
name, place and stead, and in each of their offices and capacities with
the Corporation, to sign and file such registration statement and any and
all additional post-effective amendments in connection with the Corporation's
Shareholder Dividend Reinvestment and Stock Purchase Plan, including
prospectuses and amendments thereto, and the exhibits thereto, hereby
giving and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as
they might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF each of the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
Principal Executive Officers: Directors:
/s/ D. J. Miglio /s/ F. G. Adams
D. J. Miglio F. G. Adams, Director
Chairman, President and
Chief Executive Officer
/s/ William F. Andrews
William F. Andrews, Director
/s/ Donald R. Shassian
Donald R. Shassian
Senior Vice President and
Chief Financial Officer /s/ Zoe Baird
Zoe Baird, Director
/s/ Robert L. Bennett
Robert L. Bennett, Director
/s/ Barry M. Bloom
Barry M. Bloom, Director
/s/ F. J. Connor
F. J. Connor, Director
/s/ William R. Fenoglio
William R. Fenoglio, Director
/s/ J. R. Greenfield
J. R. Greenfield, Director
/s/ Burton G. Malkiel
Burton G. Malkiel, Director
/s/ Frank R. O'Keefe, Jr.
Frank R. O'Keefe, Jr., Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended
("Act"), a registration statement for the registration, under said
Act, of $470,000,000 of one or more issues of debt securities to
consist of Notes of the Corporation; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection wit the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and
granting to said attorney full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done
in and about the premises, as fully to all intents and purposes, as the
undersigned might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorney may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 12th day of April, 1995.
/s/ Richard H. Ayers
Richard H. Ayers, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of $470,000,000 of one or more issues of debt securities to consist
of Notes of the Corporation; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo her attorney-in-fact for her and in her name, place
and stead, and in her capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and granting
to said attorney full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
/s/ Claire L. Gaudiani
Claire L. Gaudiani, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of $470,000,000 of one or more issues of debt securities to consist
of the Notes of the Corporation; and
WHEREAS, the undersigned is an officer of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as officer of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's Shareholder
Dividend Reinvestment and Stock Purchase Plan, including prospectuses
and amendments thereto, and the exhibits thereto, hereby giving and granting
to said attorney full power and authority to do and perform all and every
act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 25th day of May, 1995.
/s/ J. A. Sadek
J. A. Sadek
Vice President and Comptroller
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