EXHIBIT 3b
CERTIFICATE OF INCREASE
OF
SHARES DESIGNATED
AS
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
SBC COMMUNICATIONS INC.
SBC Communications Inc., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
That the Restated Certificate of Incorporation of said corporation
was filed in the office of the Secretary of State of Delaware on April 28, 1995
and a Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock was filed in said office of the Secretary of State
on February 14, 1989.
That the Restated Certificate of Incorporation of said corporation
authorizes 10,000,000 shares of Preferred Stock, par value $1.00 per share, for
issuance, none of which have been issued.
That the Board of Directors of said corporation, on January 27,
1989, duly adopted a resolution designating 4,000,000 shares of Preferred Stock
as Series A Junior Participating Preferred Stock.
That the Board of Directors of said corporation at a meeting held
on March 28, 1997, duly adopted a resolution authorizing and directing an
increase in the number of shares designated as Series A Junior Participating
Preferred Stock of the Corporation, from 4,000,000 shares to 8,000,000 shares,
in accordance with the provisions of section 151 of The General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the said corporation has caused this
certificate to be executed by its Senior Vice President, Treasurer and Chief
Financial Officer this 28th day of March 1997.
SBC COMMUNICATIONS INC.
/s/ Donald E. Kiernan
Donald Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
CERTIFICATE OF INCREASE
OF
SHARES DESIGNATED
AS
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
SBC COMMUNICATIONS INC.
SBC Communications Inc., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
That the Restated Certificate of Incorporation of said corporation
was filed in the office of the Secretary of State of Delaware on April 28, 1995
and a Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock was filed in said office of the Secretary of State
on February 14, 1989.
That the Restated Certificate of Incorporation of said corporation
authorizes 10,000,000 shares of Preferred Stock, par value $1.00 per share, for
issuance, none of which have been issued.
That the Board of Directors of said corporation, on January 27,
1989, duly adopted a resolution designating 4,000,000 shares of Preferred Stock
as Series A Junior Participating Preferred Stock.
That the Board of Directors of said corporation at a meeting held
on March 28, 1997, duly adopted a resolution authorizing and directing an
increase in the number of shares designated as Series A Junior Participating
Preferred Stock of the Corporation, from 4,000,000 shares to 8,000,000 shares,
in accordance with the provisions of section 151 of The General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the said corporation has caused this
certificate to be executed by its Senior Vice President, Treasurer and Chief
Financial Officer this 28th day of March 1997.
SBC COMMUNICATIONS INC.
/s/ Donald E. Kiernan
Donald Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer