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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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. 5 - FINAL AMENDMENT)
AND
SCHEDULE 13D
(AMENDMENT NO.1)
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.
[x] 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: [x]
(Continued on following pages)
(Page 1 of 8 pages)
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<TABLE>
<CAPTION>
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CUSIP No. 859205106 13D Page 2 of 8
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SBC Silver, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 76,159,720 (1)
- ---- -------------------------------------------------------------------------------------------------------------- -------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: [_]
- ---- ------------------------------------------------------------------------------------------------------ ---------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 95.1% (1)
(approximately)
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10 TYPE OF REPORTING PERSON:
CO
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(1) The 76,159,720 shares listed under the heading "Aggregate Amount
Beneficially Owned By Each Reporting Person" and "Percent of Class
Represented By Amount in Row (7)," include 4,443,090 shares subject to
guarantee of delivery or receipt of additional documentation.
<PAGE>
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CUSIP No. 859205106 13D Page 3 of 8
- -------------------------------------------------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
SBC Communications Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
- ---- ----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---- ------------------------------- --------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ---- -------------------------------------------------------------------- -------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
- ---- ----------------------------------------------------------------------------------------------- ----------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 76,159,720 (1)
- ---- -------------------------------------------------------------------------------------------------------------- -------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: [_]
- ---- ------------------------------------------------------------------------------------------------------ ---------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 95.1% (1)
(approximately)
- ---- -------------------------------------------------------------------- -------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ---- -------------------------------------------------------------------- -------------------------------------------------------
</TABLE>
(1) The 76,159,720 shares listed under the heading "Aggregate Amount
Beneficially Owned By Each Reporting Person" and "Percent of Class
Represented By Amount in Row (7)," include 4,443,090 shares subject to
guarantee of delivery or receipt of additional documentation.
<PAGE>
SCHEDULE TO
This Amendment No.5 (Final Amendment) 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 4. TERMS OF THE TRANSACTION.
The information contained in Item 8 below is incorporated by
reference herein.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information contained in Item 8 below is incorporated by
reference herein.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on Thursday,
March 23, 2000. Based on information provided by BankBoston, N.A.,
the Depositary (the "Depositary") for the Offer, approximately
76,159,720 Shares or approximately 95.1% of the Shares outstanding,
were validly tendered pursuant to the Offer (of which 4,443,090 or
approximately 5.5% are subject to guarantee of delivery or receipt of
additional documentation). Purchaser has accepted for payment and has
notified the Depositary to promptly pay for the tendered and accepted
Shares (other than those subject to guarantee of delivery or receipt
of additional documentation), in accordance with the terms and
subject to the conditions set forth in the Offer to Purchase and the
related Letter of Transmittal.
Pursuant to the Merger Agreement, dated as of February 18, 2000,
among Parent, Purchaser and the Company, Parent intends to cause the
merger (the "Merger") of Purchaser with and into the Company as soon
as practicable. In connection with the Merger, each Share issued and
outstanding immediately prior to the effective time of the Merger
(other than Shares with respect to which dissenters' rights have been
demanded and perfected in accordance with Delaware law and other than
Shares held by Purchaser) will be cancelled and converted
automatically into the right to receive $44.25 net in cash, without
interest thereon, subject to applicable withholding taxes.
In connection herewith, Parent and Purchaser will not conduct a
subsequent offering period.
On March 24, 2000, Parent and Purchaser issued a press release, the
text of which is set forth as Exhibit (a)(1)(K) hereto and is
incorporated by reference herein.
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.*
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(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)(1)(J) Press release issued by Parent and Purchaser, dated March 23, 2000,
announcing termination of review process under foreign antitrust
law.*
(a)(1)(K) Press release issued by Parent and Purchaser, dated March 24, 2000,
announcing consummation of the Offer.
(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
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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 24, 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 Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.*
(a)(1)(E) Form of letter to clients for use by 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 for the Plan (including instruction card).*
(a)(1)(J) Press release issued by Parent and Purchaser, dated March
23, 2000, announcing termination of review process under
foreign antitrust law.*
(a)(1)(K) Press release issued by Parent and Purchaser, dated March
24, 2000, announcing the consummation of the Offer.
(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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Exhibit (a)(1)(K)
For Immediate Release
For more information, contact
Of SBC:
Larry Solomon
Tel: 210/351-3990
Internet: [email protected]
Of Sterling:
Kevin Sibbring
614/793-7373
Internet: [email protected]
SBC, Sterling Announce Closing of Acquisition
San Antonio, March 24, 2000 - SBC Communications Inc. (NYSE: SBC),
and SBC Silver, Inc., its wholly owned subsidiary, announced today that
approximately 76,159,720 shares of common stock, par value $.01 per share, of
Sterling Commerce, Inc. or 95.1% of the outstanding shares of Sterling Commerce,
Inc., were tendered for $44.25 per share in cash (of which 4,443,090 or
approximately 5.5% are subject to guarantee of delivery or receipt of additional
documentation) in response to SBC Silver's tender offer which closed at 12:00
midnight, New York city time, on March 23, 2000. The tendered shares, other than
those subject to guarantee of delivery or receipt of additional documentation,
have been purchased in accordance with the terms of the offer.
Pursuant to the terms of the merger agreement between SBC
Communications, SBC Silver and Sterling, SBC Communications will cause SBC
Silver to merge with and into Sterling as soon as practicable.
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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