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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. 3)
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 3 pages)
NY2:\885892\01\72289.0003
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SCHEDULE TO
This Amendment No. 3 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 and a wholly-owned subsidiary
of SBC Communications Inc., a Delaware corporation, 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.
ITEM 10. ADDITIONAL INFORMATION.
On March 10, 2000, the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, was terminated.
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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 13, 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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