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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
STERLING COMMERCE, INC.
(Name of Subject Company (Issuer))
SBC SILVER, INC.
SBC COMMUNICATIONS INC.
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
859205106
(CUSIP Number of Class of Securities)
JUDITH M. SAHM
SBC COMMUNICATIONS INC.
175 E. HOUSTON, SAN ANTONIO, TEXAS 78205-2233
TELEPHONE: (210) 821-4105
FACSIMILE: (210) 351-3521
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
HOWARD CHATZINOFF, ESQ. WAYNE A. WIRTZ
WEIL, GOTSHAL & MANGES LLP SBC COMMUNICATIONS INC.
767 FIFTH AVENUE 175 E. HOUSTON
NEW YORK, NEW YORK 10153-0119 SAN ANTONIO, TEXAS 78205-2233
TELEPHONE: (212) 310-8000 TELEPHONE: (210) 821-4105
FACSIMILE: (212) 310-8007 FACSIMILE: (210) 351-3467
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$4,184,625,327 $836,925.07
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* For purposes of calculating the filing fee only. The filing fee
calculation assumes the purchase of 94,567,804 shares of common
stock, par value $0.01 per share, of Sterling Commerce, Inc. (the
"Common Stock"), including the related preferred share purchase
rights (the "Rights" and, together with the Common Stock, the
"Shares") at a price of $44.25 per Share, without interest. The
filing fee calculation is based on 80,101,050 Shares outstanding as
of March 6, 2000 and assumes the purchase of 14,466,754 shares of
Common Stock underlying Sterling Commerce, Inc. stock options that
will be vested on or prior to March 23, 2000. The amount of the
filing fee calculated in accordance with Regulation 240.0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $708,549 Filing Party: SBC Silver, Inc.
Form or Registration No.: SC TO-T Date Filed: 02/25/00
(File No. 005-49153)
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
(Continued on following pages)
(Page 1 of 4 pages)
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NY2:\886234\01\72289.0003
<PAGE>
SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO filed on February 25, 2000, as amended, relating to the
offer by SBC Silver, Inc., a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of SBC Communications Inc., a Delaware corporation
("Parent"), to purchase all of the outstanding shares of common stock, par value
$0.01 per share (the "Common Stock"), of Sterling Commerce, Inc., a Delaware
corporation (the "Company"), and the related rights to purchase shares of the
Series A Junior Participating Preferred Stock of the Company (the "Rights and,
together with the Common Stock, the "Shares"), issued pursuant to the Rights
Agreement, dated as of December 18, 1996, by and between the Company and The
First National Bank of Boston, as Rights Agent, at a price of $44.25 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated February 25, 2000
and in the related Letter of Transmittal (which, together with any supplements
or amendments, collectively constitute the "Offer").
ITEM 10. ADDITIONAL INFORMATION.
The last sentence of page 17 of the Offer to Purchase is hereby
deleted in its entirety and replaced with the following:
"NEITHER PARENT NOR PURCHASER ASSUMES RESPONSIBILITY FOR THE ACCURACY
OR VALIDITY OF THE FOLLOWING PROJECTIONS."
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<PAGE>
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned hereby certifies as of March 8, 2000 that the information set forth
in this statement is true, complete and correct.
SBC SILVER, INC.
By: /s/ James S. Kahan
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Name: James S. Kahan
Title: Vice President
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
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Name: James S. Kahan
Title: Senior Executive Vice President -
Corporate Development
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