Ameritech Corp/DE – ‘424B3’ on 6/16/99

On:  Wednesday, 6/16/99   ·   Accession #:  732715-99-31   ·   File #:  333-02591

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                             9     27K 

424B3
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IMPORTANT                         [vertical sidebar reads:                      
MERGER                             MERGER INFORMATION]                          
INFORMATION                                                                     
FOR                                                                             
PARTICIPANTS                                                                    
IN THE                                                                          
AMERITECH                                                                       
DIRECT                                                                          
SERVICES                                                                        
INVESTMENT                                                                      
PLAN                                                                            

Supplement, dated June 15, 1999, to the Ameritech                               
Prospectus, dated June 3, 1996, for the Ameritech Direct                        
Services Investment Plan                                                        

[Ameritech Logo]                                                            

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The following Important Merger Information describes the                        
effect of the proposed merger involving Ameritech                               
Corporation (Ameritech) and SBC Communications Inc. (SBC) on                    
the Ameritech Direct Services Investment Plan or ADSIP (the                     
Ameritech Plan). It supplements and amends Ameritech's                          
Prospectus, dated June 3, 1996, and the terms of the                            
Ameritech Plan.                                                                 

------------------------------------------------------------                    

Ameritech and SBC are parties to an Agreement and Plan of                       
Merger (Merger Agreement) dated May 10, 1998. The Merger                        
Agreement provides for Ameritech to merge with an SBC                           
subsidiary (the Merger) and become a wholly owned subsidiary                    
of SBC. Upon completion of the Merger, each outstanding                         
share of Ameritech common stock would be converted into                         
1.316 shares of SBC common stock. The Merger is presently                       
expected to be completed during mid-1999, but remains                           
subject to regulatory approvals.                                                

At the time the Merger becomes effective, the Ameritech Plan                    
will terminate and investment elections made for the                            
Ameritech Plan will automatically be transferred to and                         
governed by The DirectSERVICE[TM] Investment Program for                        
shareholders of SBC (the SBC Program), except as described                      
in this booklet. The enclosed Shareholder Information                           
Brochure, dated May 1999, describes the terms and conditions                    
of participation in, and the fees and commissions payable by                    
participants under, the SBC Program. Upon completion of the                     
Merger, the conversion to the SBC Program will be automatic,                    
except as described below.                                                      

Ameritech shareowners holding certificated shares, or a                         
combination of certificated and uncertificated shares in the                    
same account with identical registrations, will receive a                       
Letter of Transmittal from the Merger Exchange Agent, First                     
Chicago Trust Company of New York, shortly after the Merger.                    
If you are such a shareowner, you will need to send a                           
completed and signed Letter of Transmittal, together with                       
your stock certificates, to the Exchange Agent in order to                      
receive your SBC shares. When you complete the Letter of                        
Transmittal, you may elect to receive your new SBC shares in                    
either certificated or uncertificated form. Until your                          
completed Letter of Transmittal and Ameritech stock                             
certificates are returned to the Exchange Agent, dividend                       
payments will be withheld on the SBC shares you are entitled                    
to receive in the Merger exchange.                                              

If your account has only uncertificated shares, those                           
uncertificated shares will be automatically exchanged for                       
uncertificated SBC shares, without further action on your                       
part.                                                                           

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If you have more than one shareowner account, each account                      
will be treated separately.                                                     

We expect the Merger to be completed. However, if the Merger                    
is not completed, you will not become a participant in the                      
SBC Program, and your participation in the Ameritech Plan                       
will continue under its current terms and conditions.                           

The SBC Program                                                                 

Some features of the SBC Program are summarized below. You                      
should carefully read the enclosed Shareholder Information                      
Brochure relating to the SBC Program, as some of the program                    
features, terms and conditions of the SBC Program, such as                      
fees and brokerage commissions, differ from those under the                     
Ameritech Plan.                                                                 

o  Nature of Program. The SBC Program is sponsored and                        
administered by First Chicago Trust Company of New                      
York, which also acts as SBC's transfer agent.                          
Investments made through the SBC Program are used to                    
purchase shares of SBC common stock in the open market                  
or in negotiated transactions.                                          

Investment Features. SBC Program features include                   
full or partial reinvestment of dividends and                       
optional cash investments.  You can make optional                   
cash investments under the SBC Program in a minimum                 
amount of $50, up to a total of $120,000 annually.                  

Uncertificated Shares. Under the SBC Program, all                   
whole shares acquired by dividend reinvestment                      
participants are registered directly in the form of                 
uncertificated shares. Uncertificated shares have the               
same rights as certificated shares, but without the                 
risk of loss of the certificates. All fractional                    
shares acquired by participants are held by the Plan                
Administrator on their behalf. Once a participant has               
acquired a whole share, the share is registered in                  
the participant's name in uncertificated form. When                 
the participant discontinues the dividend                           
reinvestment election, the fractional share is sold                 
and the proceeds, after commissions and fees, are                   
distributed to the participant.                                     

o  Payroll Deductions. Employees who are reinvesting                          
dividends under the SBC Program and who wish to make                    
additional purchases of SBC common stock after the                      
Merger can use the  "Optional Cash Investments" feature                 
to make such purchases. Employee payroll deductions are                 
not available under the SBC Program.                                    

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o  Beneficial Owners. Beneficial owners who hold their                        
shares in "street name" through brokers or other                        
nominees and who wish to participate directly in the                    
Ameritech Plan or the SBC Program must have their                       
shares re-registered in their own names.                                

o  Loans. Stock secured loan and line of credit                               
arrangements in existence prior to completion of the                    
Merger will not be affected by the Merger or the                        
accompanying termination of the Ameritech Plan. There                   
is no loan feature through the SBC Program, but                         
participants may contact First Chicago Trust Company of                 
New York for information about the availability of loan                 
arrangements following the Merger.                                      

For a more complete discussion of the SBC Program, including                    
applicable fees and commissions, please review the enclosed                     
SBC Program Shareholder Information Brochure. You should                        
contact the SBC Program Administrator (at the number listed                     
in the enclosed Shareholder Information Brochure) with any                      
questions you have about the SBC Program.                                       

Terminating Participation in the Ameritech Plan Prior to the                    
Merger                                                                          

If you are a shareowner of record and do not wish to have                       
your investment elections (including your dividend                              
reinvestment and optional cash investment elections)                            
automatically transferred from the Ameritech Plan to the SBC                    
Program after the Merger is completed, you should terminate                     
participation in the Ameritech Plan (and all related full or                    
partial dividend reinvestment elections) prior to the                           
Merger. Upon any such termination, in accordance with the                       
Ameritech Plan, any fractional share interest credited to                       
you will be cashed out, and you may maintain the whole                          
shares credited to your shareowner account in uncertificated                    
form or you may elect to receive a stock certificate for                        
those whole shares. Alternatively, you may ask the Ameritech                    
Plan Administrator to sell the uncertificated shares                            
credited to your account, and forward the sale proceeds,                        
after deducting applicable fees, commissions and                                
withholdings in accordance with the Ameritech Plan.                             

Your request to terminate your Ameritech Plan participation                     
can be made by contacting EquiServe - First Chicago Trust                       
Division, Ameritech's Transfer Agent and the Ameritech Plan                     
Administrator:                                                                  

Phone: Toll free:    1-800-233-1342                                             
Collect:  1-201-324-0308                                          
By speaking to a customer service representative or               
using the automated voice response system                         

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In Writing: AMERITECH                                                           
c/o EquiServe -                                         
First Chicago Trust Division                            
P. O. Box 2558                                          
Jersey City, NJ  07303-2558                             

Please include your shareowner account number and/or                
social security number and a telephone number where                 
you can be reached during regular business hours.                   

Transition from the Ameritech Plan to the SBC Program                           

Conversion of Whole and Fractional Shares                                       

Upon the closing of the Merger, each share of Ameritech                         
stock will be converted into 1.316 shares of SBC common                         
stock. Any resulting fractional share due a shareowner not                      
participating in dividend reinvestment will be converted to                     
cash.                                                                           

If your election to reinvest full or partial dividends under                    
the Ameritech Plan is in effect at the time of the Merger,                      
then the Ameritech Plan provides that any fractional share                      
of SBC to which you would be entitled as a result of the                        
Merger exchange will not be cashed out, but will be                             
transferred to the SBC Program Administrator to hold on your                    
behalf. As you acquire a whole share of SBC common stock                        
through the reinvestment of dividends or any optional cash                      
investments, the whole share will be credited to you as an                      
uncertificated share. When you terminate your dividend                          
reinvestment election, your fractional share will be sold                       
and the proceeds, after deduction of applicable commissions                     
and fees, will be distributed to you.                                           

Pending Sale of Shares                                                          

Under the Ameritech Plan, you may request that any                              
uncertificated Ameritech shares in your account be sold. If,                    
prior to the Merger, you request such a sale, and the Merger                    
is completed before your uncertificated Ameritech shares are                    
sold, the Ameritech Plan Administrator will send the request                    
to the Program Administrator under the SBC Program. Your                        
uncertificated Ameritech shares will be converted to                            
uncertificated SBC shares in accordance with the exchange                       
ratio provided in the Merger Agreement, and the Program                         
Administrator under the SBC Program will then sell the                          
uncertificated SBC shares in accordance with the terms of                       
and subject to any fees and commissions charged by the SBC                      
Program.                                                                        

Pending Dividends on Your Ameritech Shares                                      

If you remain in the Ameritech Plan (that is, you have                          
elected to reinvest all or part of your dividends), any                         

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cash dividends declared by Ameritech with a record date prior to,               
but a payment date after, the Merger will be reinvested in                      
shares of SBC stock in accordance with the SBC Program.                         
These dividends will be treated by the Program Administrator                    
under the SBC Program as optional cash investments under the                    
SBC Program.                                                                    

Pending Optional Cash Investments - Checks, Employee Payroll                    
Deductions, Automatic Withdrawals                                               

Any optional cash investments received from Ameritech Plan                      
participants prior to the completion of the Merger that have                    
not been invested in shares of Ameritech stock in accordance                    
with the Ameritech Plan will be transferred to the SBC                          
Program, treated as an optional cash investment under the                       
SBC Program and used to purchase shares of SBC stock.                           

Questions and Answers                                                           

What do I need to do now?                                                       

1. Carefully read the enclosed Shareholder Information                          
Brochure regarding the SBC Program.                                       

2. Decide whether or not you want your Ameritech Plan                           
investment elections to automatically transfer to the SBC                 
Program at the time the Merger is completed.                              

o If all of your shares are registered in your name and                   
you do nothing at this time, your full or partial                     
dividend reinvestment elections and optional cash                     
elections will be automatically transferred to the SBC                
Program at the effective time of the Merger.                          

o If you don't want to join the SBC Program, then you must                
terminate your dividend reinvestment elections in the                 
Ameritech Plan and discontinue participation in the                   
Ameritech Plan before completion of the Merger. Upon any              
such termination, in accordance with the Ameritech Plan,              
any fractional share interest credited to you will be                 
cashed out, and you may maintain the whole shares                     
credited to your shareowner account in uncertificated                 
form or you may elect to receive a stock certificate for              
those whole shares. Alternatively, you may ask the                    
Ameritech Plan Administrator to sell the uncertificated               
shares credited to your account, and forward the sale                 
proceeds, after deducting applicable fees, commissions                
and withholdings in accordance with the Ameritech Plan.               

3. Decide whether or not you want to convert Ameritech                          
certificates in your possession to uncertificated shares,                 
so that your Ameritech shares will be automatically                       
converted to uncertificated SBC shares following the Merger,              

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without the need for any Letter of Transmittal                            
(see below). If you wish to do so, you should contact                     
Ameritech's transfer agent, EquiServe - First Chicago                     
Trust Division, at (800) 233-1342.                                        

What will I need to do once the Merger becomes effective?                       

All Ameritech shareowners, whether or not participating in                      
the Ameritech Plan, who hold certificated shares, or a                          
combination of certificated and uncertificated shares with                      
the same registration, will receive a Letter of Transmittal                     
from the Exchange Agent promptly after the Merger closing.                      
If you are such a shareowner, you will need to complete and                     
sign the Letter of Transmittal and return it with your                          
Ameritech stock certificates. Your dividend reinvestment and                    
optional cash investment elections will be automatically                        
transferred to the SBC Program at the effective time of the                     
Merger. However, SBC dividends will be accrued and neither                      
reinvested in SBC stock through the SBC Program nor paid to                     
you (in the case of any partial dividend reinvestment                           
election) until you sign and return your completed Letter of                    
Transmittal along with your Ameritech stock certificates.                       

If all your Ameritech shares having the same account number                     
are uncertificated, you will not be required to complete a                      
Letter of Transmittal. All of those uncertificated Ameritech                    
shares will automatically be exchanged for uncertificated                       
SBC shares as a result of the Merger.                                           

Can I consolidate my separate accounts from the Ameritech                       
Plan and the SBC Program after the Merger is completed?                         

If your registrations on both shareowner accounts are                           
identical, consolidation of such accounts after the Merger                      
may be requested by contacting First Chicago Trust Company                      
of New York.                                                                    

What if the merger isn't completed?                                             

No shares will be exchanged and you'll continue to be                           
enrolled in the Ameritech Plan without any changes.                             

How will the exchange affect my dividends?                                      

Upon completion of the Merger, all outstanding Ameritech                        
common stock will be converted into SBC common stock.                           
Ameritech shareowners who receive SBC stock in the Merger                       
will be entitled to receive whatever future dividends the                       
Board of Directors of SBC, in its discretion, declares and                      
pays on such stock. For your information, the most recent                       
quarterly dividend amounts for the two companies were .3175                     
cents per share for Ameritech common stock and .24375 cents                     
per share for SBC common stock.                                                 

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Remember, in the Merger, you will receive 1.316 SBC shares                      
for each Ameritech share you own. Based on the most recent                      
dividend rates for Ameritech and SBC stock, adjusted for the                    
Merger exchange rate, this would result in a modest increase                    
in your total dividend.                                                         

Who do I contact if I have additional questions?                                

For questions regarding the Ameritech Plan, please call the                     
Ameritech Plan Administrator, at 1-800-233-1342.                                

For questions regarding the SBC Program, you should call the                    
SBC Program Administrator, at 1-800-351-7221. Please read                       
the enclosed SBC Shareholder Information Brochure for more                      
details on the terms and conditions of the SBC Program.                         

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[Ameritech Logo]                                                                

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