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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. 4)
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
[ ] 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 5 pages)
NY2:\892512\01\j4_001!.DOC\72289.0003
<PAGE>
SCHEDULE TO
This Amendment No. 4 amends and supplements the Tender Offer
Statement on Schedule TO filed on February 25, 2000, 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 12. EXHIBITS.
(a)(1)(A) Offer to Purchase, dated February 25, 2000.**
(a)(1)(B) Letter of Transmittal.**
(a)(1)(C) Notice of Guaranteed Delivery.**
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.**
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.**
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.**
(a)(1)(G) Press release issued by Parent and Purchaser, dated February 25,
2000, announcing the commencement of the Offer.**
(a)(1)(H) Summary Advertisement, dated February 25, 2000, appearing in the
Wall Street Journal.**
(a)(1)(I) Letter to participants in the Sterling Commerce, Inc. Savings and
Security Plan from The Chase Manhattan Bank, as Trustee
(including instruction card).**
(a)(I)(J) Press release issued by Parent and Purchaser, dated March 23,
2000, announcing termination of review process under foreign
antitrust law.
(d)(1) Agreement and Plan of Merger, dated as of February 18, 2000, by
and among Parent, Purchaser and the Company.**
(d)(2) Stockholder's Agreement, dated as of February 18, 2000, by and
among Parent, Purchaser and the holders of Shares parties
thereto.**
(d)(3) Confidentiality Agreement, dated November 19, 1999, by and
between Parent and the Company.**
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**Previously Filed.
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<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of March 23, 2000 that the information set forth
in this statement is true, complete and correct.
SBC SILVER, INC.
By: /s/ James S. Kahan
-----------------------------------
Name: James S. Kahan
Title: Vice President
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
-----------------------------------
Name: James S. Kahan
Title: Senior Executive Vice President -
Corporate Development
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1)(A) Offer to Purchase, dated February 25, 2000.**
(a)(1)(B) Letter of Transmittal.**
(a)(1)(C) Notice of Guaranteed Delivery.**
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.**
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.**
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.**
(a)(1)(G) Press release issued by Parent and Purchaser, dated February 25,
2000, announcing the commencement of the Offer.**
(a)(1)(H) Summary Advertisement, dated February 25, 2000, appearing in the
Wall Street Journal.**
(a)(1)(I) Letter to participants in the Sterling Commerce, Inc. Savings and
Security Plan from The Chase Manhattan Bank, as Trustee
(including instruction card).**
(a)(I)(J) Press release issued by Parent and Purchaser, dated March 23,
2000, announcing termination of review process under foreign
antitrust law.
(d)(1) Agreement and Plan of Merger, dated as of February 18, 2000, by
and among Parent, Purchaser and the Company.**
(d)(2) Stockholder's Agreement, dated as of February 18, 2000, by and
among Parent, Purchaser and the holders of Shares parties
thereto.**
(d)(3) Confidentiality Agreement, dated November 19, 1999, by and
between Parent and the Company.**
- --------
**Previously Filed.
4
Exhibit (A)(1)(J)
For Immediate Release
San Antonio, March 23, 2000 - In connection with the tender offer by
SBC Silver, Inc., a wholly owned subsidiary of SBC Communications Inc. (NYSE:
SBC) to purchase all of the outstanding shares of common stock of Sterling
Commerce, Inc., the antitrust agencies in both Germany and Sweden have
terminated the review process and cleared the transaction. The Swedish
Competition Authority adopted a clearance decision on March 22. The German
Cartel Office issued a clearance decision on March 23. Germany and Sweden were
the only non-U.S. jurisdictions that barred closing of the transaction pending
review. In addition, the applicable waiting period under the Hart-Scott-Rodino
Act expired without comment from the anti-trust division of the U.S. Department
of Justice and the Federal Trade Commission; therefore, the transaction is
deemed to have received antitrust approval from the applicable U.S.
jurisdictions.
The Tender Offer expires at midnight, New York City time, on Thursday, March 23,
2000.
SBC Communications Inc. (www.sbc.com) is a global communications leader. Through
its trusted brands Southwestern Bell, Ameritech, Pacific Bell, SBC Telecom,
Nevada Bell, SNET and Cellular One - and world-class network, SBC provides local
and long-distance phone service, wireless and data communications, paging,
high-speed Internet access and messaging, cable and satellite television,
security services and telecommunications equipment, as well as directory
advertising and publishing. In the United States, the company currently has 87.3
million voice grade equivalent lines, 10.3 million wireless customers and is
undertaking a national expansion program that will bring SBC service to an
additional 30 markets. Internationally, SBC has telecommunications investments
in 22 countries. With more than 200,000 employees, SBC is the 14th largest
employer in the U.S., with annual revenues that rank it among the largest
Fortune 500 companies.
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