SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOUTHWESTERN BELL CORPORATION
A Delaware I.R.S. Employer
Corporation No. 43-1301883
175 E. Houston, San Antonio, Texas 78205
Telephone Number 210-821-4105
________________________________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Rights New York Stock Exchange, Inc.
Chicago Stock Exchange,
Incorporated
Pacific Stock Exchange
Incorporated
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
On January 27, 1989, the Board of Directors of Southwestern Bell
Corporation (the "Company") declared a dividend distribution of
one Right for each outstanding share of the Company's Common
Stock, par value $1.00 per share (the "Common Stock"), to
shareowners of record at the close of business on February 16,
1989. After giving effect to a stock split in May 1993, effected
in the form of a stock dividend, each share of Common Stock
represents one-half of a Right. Each Right entitles the
registered holder to purchase from the Company a unit consisting
of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), at a Purchase Price of $160 per Unit, subject
to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, as amended (the "Rights Agreement"),
between the Company and The Bank of New York, as successor Rights
Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earliest of any of the following events:
(i) 10 business days following a public announcement that a
person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to
acquire (the "Stock Acquisition Date"), beneficial ownership of
20% or more of the shares of Common Stock then outstanding;
(ii) 10 business days following the commencement of a tender
offer or exchange offer that would result in a person or group
beneficially owning 20% or more of such outstanding shares of
Common Stock;
(iii) 10 days after the Board of Directors of the Company
determines that any person, alone or together with its affiliates
and associates, has become the beneficial owner of an amount of
Common Stock which the Board of Directors determines to be
substantial (which amount shall in no event be less than 10% of
the shares of Common Stock outstanding) and at least a majority
of the independent directors, after reasonable inquiry and
investigation, including consultation with such persons as such
directors shall deem appropriate, determines that (i) beneficial
ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or
to cause pressure on the Company to take action or enter into a
transaction or series of transactions intended to provide such
person with short-term financial gain under circumstances where
the Board of Directors determines that the best long-term
interests of the Company and its shareowners would not be served
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by taking such action or entering into such transactions or
series of transactions at that time or (ii) beneficial ownership
by such person is causing or reasonably likely to cause a
material adverse impact (including, but not limited to,
impairment of relationships with customers or regulators or
impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company (any such
person being referred to herein and in the Rights Agreement as an
"Adverse Person").
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after February 16,
1989, will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the common Stock
represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require that, upon
any exercise of Rights, a number of Rights be exercised so that
only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on January 27,
1999, unless they are earlier redeemed by the Company or expire
in accordance with other provisions of the Rights Agreement as
described below.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to
the Distribution Date will be issued with Rights.
In the event that, at any time following the
Distribution Date, (i) a Person becomes the beneficial owner
(except pursuant to a Flip-Over Event, as described below, or an
offer for all outstanding shares of Common Stock which the
independent directors determine to be fair to and otherwise in
the best interests of the Company and its shareowners) of more
than 20% of the then outstanding shares of Common Stock, or (ii)
a person becomes an Adverse Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the Purchase
Price of the Right. Notwithstanding any of the foregoing,
following the concurrence of any of the events set forth in this
paragraph ("Flip-In Events"), all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
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beneficially owned by any Acquiring Person or an Adverse Person
will be null and void. However, Rights are not exercisable
following the occurrence of either of the Flip-In Events set
forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at a Purchase Price of $160 per Right,
each Right not owned by an Acquiring Person or by an Adverse
Person (or by certain related parties) following Flip-In Events
set forth in the preceding paragraph would entitle its holder to
purchase $320 worth of Common Stock (or other consideration, as
noted above) for $160. Assuming that the Common Stock had a per
share value of $40 at such time, the holder of each valid Right
would be entitled to purchase 8 shares of Common Stock for $160.
Following the occurrence of any of the Flip-In Events
set forth in the preceding paragraph, subject to applicable law,
the Board of Directors may determine to exchange for any or all
Rights (other than Rights held by the Acquiring Person or Adverse
Person and certain transferees) Common Stock with a value equal
to the Right's Purchase Price or substitute value in the form of
cash, property, debt or equity securities, or any combination of
the foregoing. Such exchange shall be on a pro-rata basis if
less than all Rights are to be exchanged, and holders of Rights
pay no consideration (other than delivery of the Right) in such
exchange.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation (other than certain mergers
following a fair offer described in the third preceding
paragraph), or (ii) more than 50% of the Company's assets, cash
flow or earning power is sold or transferred (events (i) and (ii)
are referred to as "Flip-Over Events" and together with Flip-In
Events, the "Triggering Events") each holder of a Right which has
not yet been exercised (except Rights which previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company
having a value equal to two times the Purchase Price of the
Right.
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are
granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidence of indebtedness or
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assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above.)
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
In general, at any time until 10 business days
following the Stock Acquisition Date, or such later date as the
Board of Directors may designate, the Company may redeem the
Rights in whole, but not in part, at a price of $.05 per Right
(payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain
circumstances set forth in the Rights Agreement, the decision to
redeem the Rights shall require the concurrence of a majority of
the Continuing Directors. Immediately upon the action of the
Board of Directors ordering redemption of the Rights (with, where
required, the concurrence of the Continuing Directors) the Rights
will terminate and the only right of the holders of Rights will
be to receive the $.05 redemption price.
The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person, Adverse Person or any affiliate
or associate of an Acquiring Person or Adverse Person, or any
representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareowner of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to shareowners or to the Company, shareowners may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock of the
Company (or for other consideration) or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board
(in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes which
do not adversely affect the interest of holders of Rights
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(excluding the interests of any Acquiring Person or Adverse
Person), or to shorten or lengthen any time period under the
Rights Agreement.
The information set forth in this registration
statement summarizes certain of the provisions of the Rights
Agreement, which includes as Exhibit B the Form of Rights
Certificate, attached hereto as Exhibits 4-a and 4-b, as amended
by Exhibits 4-c through 4-e, and incorporated herein by
reference. Such information is qualified in its entirety by
reference to such Exhibits.
Item 2. Exhibits
Exhibit
Number Description
3-a Restated Certificate of Incorporation of
Southwestern Bell Corporation, filed with the
Secretary of State of Delaware on June 6, 1988.
4-a Rights Agreement (executed in the form as filed),
dated as of January 27, 1989, between Southwestern
Bell Corporation and American Transtech, Inc., the
Rights Agent, which includes as Exhibit B thereto
the form of Rights Certificate. Pursuant to the
Rights Agreement, Rights Certificates will not be
mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
(Exhibit 4-a to Form 8-A, dated February 9, 1989,
File 1-8610.)
4-b Form of Rights Certificate (included as Exhibit B
to the Form of Rights Agreement (Exhibit 4-a to
this registration statement)). Pursuant to the
Rights Agreement, Rights Certificates will not be
mailed until after the Distribution Date (as the
term is defined in the Rights Agreement).
4-c Amendment of Rights Agreement (executed in the
form as filed), dated as of August 5, 1992,
between Southwestern Bell Corporation, American
Transtech, Inc., and The Bank of New York, the
successor Rights Agent, which includes the Form of
Rights Certificate as an attachment identified as
Exhibit B. This Agreement amends the Rights
Agreement dated January 27, 1989, and provides for
a substitute Rights Agent and makes certain other
conforming changes to the Rights Agreement and the
Form of Rights Certificate. (Exhibit 4-b to Form
8-K, dated August 7, 1992, File 1-8610.)
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4-d Form of Rights Certificate (included in the
attachment to the Amendment of Rights Agreement
and identified as Exhibit B (Exhibit 4-c to this
registration statement)).
4-e Second Amendment of Rights Agreement, dated as of
June 15, 1994, between Southwestern Bell
Corporation and The Bank of New York, as successor
Rights Agent. This Second Amendment further
amends the Rights Agreement, as previously amended
pursuant to the Amendment of Rights Agreement,
dated August 5, 1992, and provides for address
changes with respect to notices.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
SOUTHWESTERN BELL CORPORATION
By: /s/ Donald E. Kierman
Donald E. Kiernan
Senior Vice President,
Treasurer and Chief Financial
Officer
June 22, 1994
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EXHIBIT INDEX
Exhibits which are identified in parenthesis below are on file
with the SEC and are incorporated herein as exhibits hereto.
Exhibit
Number Description
3-a Restated Certificate of Incorporation of
Southwestern Bell Corporation, filed with the
Secretary of State of Delaware on June 6, 1988.
4-a Rights Agreement (executed in the form as filed),
dated as of January 27, 1989, between Southwestern
Bell Corporation and American Transtech, Inc., the
Rights Agent, which includes as Exhibit B thereto
the form of Rights Certificate. Pursuant to the
Rights Agreement, Rights Certificates will not be
mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
(Exhibit 4-a to Form 8-A, dated February 9, 1989,
File 1-8610.)
4-b Form of Rights Certificate (included as Exhibit B
to the Form of Rights Agreement (Exhibit 4-a to
this registration statement)). Pursuant to the
Rights Agreement, Rights Certificates will not be
mailed until after the Distribution Date (as the
term is defined in the Rights Agreement).
4-c Amendment of Rights Agreement (executed in the
form as filed), dated as of August 5, 1992,
between Southwestern Bell Corporation, American
Transtech, Inc., and The Bank of New York, the
successor Rights Agent, which includes the Form of
Rights Certificate as an attachment identified as
Exhibit B. This Agreement amends the Rights
Agreement dated January 27, 1989, and provides for
a substitute Rights Agent and makes certain other
conforming changes to the Rights Agreement and the
Form of Rights Certificate. (Exhibit 4-b to Form
8-K, dated August 7, 1992, File 1-8610.)
4-d Form of Rights Certificate (included in the
attachment to the Amendment of Rights Agreement
and identified as Exhibit B (Exhibit 4-c to this
registration statement)).
4-e Second Amendment of Rights Agreement, dated as of
June 15, 1994, between Southwestern Bell
Corporation and The Bank of New York, as successor
Rights Agent. This Second Amendment further
amends the Rights Agreement, as previously amended
pursuant to the Amendment of Rights Agreement,
<PAGE>
dated August 5, 1992, and provides for address
changes with respect to notices. <PAGE>
Exhibit 3-A
RESTATED
CERTIFICATE OF INCORPORATION
OF
SOUTHWESTERN BELL CORPORATION
A DELAWARE CORPORATION
(LOGO)
Southwestern Bell
Corporation
June 6, 1988
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RESTATED
CERTIFICATE OF INCORPORATION
OF
SOUTHWESTERN BELL CORPORATION
Southwestern Bell Corporation, a corporation organized and
existing under the laws of the State of Delaware, hereby
certifies as follows:
1. The name of the corporation is Southwestern
Bell Corporation. The date of filing its
original Certificate of Incorporation with the
Secretary of State was October 5, 1983.
2. This Restated Certificate of Incorporation only
restates and integrates and does not further
amend the provisions of the Certificate of
Incorporation of this corporation as heretofore
amended or supplemented and there is no
discrepancy between those provisions and the
provisions of this Restated Certificate of
Incorporation.
3. The text of the Certificate of Incorporation as
amended or supplemented heretofore is hereby
restated without further amendments or changes
to read as herein set forth in full:
ARTICLE ONE
The name of the corporation is Southwestern Bell
Corporation.
ARTICLE TWO
The address of the registered office of the
corporation in the State of Delaware is 1209 Orange
Street, Wilmington, Delaware 19801, County of New
Castle. The name of the registered agent of the
corporation at such address is The Corporation Trust
Company.
ARTICLE THREE
The purpose of the corporation is to engage in any
business, lawful act or activity for which
corporations may be organized under the General
Corporation Law of the State of Delaware.
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ARTICLE FOUR
The corporation shall have perpetual existence.
ARTICLE FIVE
The aggregate number of shares which the corporation
is authorized to issue is 1,110,000,000 shares,
consisting of 1,100,000,000 common shares having a
par value of $1 per share and 10,000,000 preferred
shares having a par value of $1 per share.
The preferred shares may be issued from time to time
in one or more series. The Board of Directors is
authorized to establish by resolution the number of
preferred shares in each series, the designation
thereof, the powers, preferences, and rights and the
qualifications, limitations or restrictions of each
series and the variations, if any, as between each
series.
No holder of any class or series of shares shall
have any preemptive right to purchase any additional
issue of shares of the corporation of any class or
series or any security convertible into any class or
series of shares.
ARTICLE SIX
The business and affairs of the corporation shall be
under direction of a Board of Directors. The number
of directors, their terms and the manner of their
election shall be fixed by the Bylaws of the
corporation. The directors need not be elected by
written ballot unless required by the Bylaws of the
corporation.
No director of this corporation shall be liable to
this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director,
except for liability 1) for any breach of the
director's duty of loyalty to the corporation or its
stockholders; 2) for acts or omissions not in good
faith or which involve intentional misconduct or
knowing violation of the law; 3) under Section 174
of the Delaware General Corporation Law; or 4) for
any transaction from which a director derived an
improper benefit.
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ARTICLE SEVEN
The Board of Directors is expressly authorized to
adopt, amend or repeal the Bylaws of the
corporation, except that any Bylaw of the
corporation providing for the maximum number of
Directors that may serve on the Board of Directors,
or providing for a classified Board of Directors
with staggered terms of office or requiring the
approval by the shareholders or the Board of
Directors of any business combinations may only be
amended or repealed by a two-thirds majority vote of
the total number of shares of stock of the
corporation then outstanding and entitled to vote.
ARTICLE EIGHT
Notwithstanding any other provisions of this
Certificate of Incorporation or the Bylaws of the
corporation, no action which is required to be taken
or which may be taken at any annual or special
meeting of stockholders of the corporation may be
taken by written consent without a meeting, except
where such consent is signed by stockholders
representing at least two-thirds of the total number
of shares of stock of the corporation then
outstanding and entitled to vote thereon.
ARTICLE NINE
The corporation reserves the right to amend and
repeal any provision contained in this Certificate
of Incorporation in the manner prescribed by the
laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
4. This Restated Certificate of Incorporation was
duly adopted by the Board of Directors on May
27, 1988, in accordance with Section 245 of the
General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, said corporation has caused this
certificate to be signed by Zane E. Barnes, its Chairman of
the Board of Directors and Chief Executive Officer and
attested by Ann Goddard, its Secretary this 27th day of May,
1988.
Attest
(Seal)
ANN GODDARD By ZANE E. BARNES
Vice President Chairman of the Board
and Secretary of Directors and Chief
Executive Officer
RESTATED CERTIFICATE OF
INCORPORATION OF
SOUTHWESTERN BELL CORPORATION
FILED JUNE 6, 1988
MICHAEL HARKINS
Secretary of State
State of Delaware
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Exhibit 4-e
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to the Rights Agreement, dated as of
June 15, 1994 (the "Second Amendment"), was entered into by and
between Southwestern Bell Corporation, a Delaware corporation
(the "Company"), and The Bank of New York, a New York corporation
("BNY").
WHEREAS, the Company and American Transtech Inc., a Delaware
corporation ("ATI") entered into a Rights Agreement, dated as of
January 27, 1989 (as amended, the "Rights Agreement"), under
which ATI was appointed to serve as the Rights Agent;
WHEREAS, in an amendment to the Rights Agreement, dated
August 5, 1992, among the Company, ATI, and BNY (the "First
Amendment"), BNY succeeded ATI as Rights Agent, effective
September 12, 1992, and, in connection therewith, the Rights
Agreement was amended in certain other respects; and
WHEREAS, the parties hereto desire to make certain further
amendments to the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as
follows:
1. Notices. The address of the Company in Section 25.
Notices is amended to read:
Office of The Secretary
Southwestern Bell Corporation
175 E. Houston, 11th Floor
San Antonio, Texas 78205
2. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement, which is incorporated herein and
made a part hereof, shall be deemed to refer to the Rights
Agreement as amended by the First Amendment and as further
amended by this Second Amendment. The Rights Agreement, as
amended, shall remain in full force and effect and shall be
otherwise unaffected thereby or hereby.
3. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, as of the day and
year first above written.
SOUTHWESTERN BELL CORPORATION
By: /s/ William J. Free
Name: William J. Free
Title: Senior Vice President and
Assistant General Counsel
THE BANK OF NEW YORK
By: /s/ Mitchell Kessler
Name: Mitchell Kessler
Title: Senior Vice President
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