SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-
11(c) or Section 240.14a-12
SBC Communications Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant
to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which
transaction applies:
(2)Aggregate number of securities to which transaction
applies:
(3)Per unit price or other underlying value of
transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it
was determined.):
(4)Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
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previous filing by registration statement number, or the
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On April 1, 1996, SBC Communications Inc. and Pacific
Telesis Group announced a definitive agreement under which
Pacific Telesis would become a wholly owned subsidiary of
SBC. The transaction would involve a tax-free, stock-for-
stock exchange creating the second largest U.S.
telecommunications company.
SBC will issue, subject to certain adjustments, .733 shares
of common stock for each outstanding share of Pacific
Telesis. This ratio will change based upon the amount of
regulatory approval costs assumed by each company and by
the number of shares each company has outstanding. The
actual formula is contained in the proxy statement sent to
each shareowner.
The combined company will keep the SBC Communications Inc.
name and will offer products and services under some of the
strongest brand names in the industry - Southwestern Bell,
Pacific Bell, Cellular One and Nevada Bell. The new SBC
will have a market capitalization of $50 billion, more than
100,000 employees, annual sales of over $21 billion and
income of almost $3 billion. The company will operate in
seven of the nation's 10 largest metropolitan centers,
including Los Angeles, Boston, Chicago and Dallas. The
company will service over 30 million access lines in high
growth areas and will have licenses covering a population
of 80 million potential wireless customers across the
country. In addition to combining certain U.S. operations,
the merger will enhance the combined company's
international operations with a focus on Latin America and
Asia.
Mr. Edward E. Whitacre Jr. will remain Chairman and Chief
Executive Officer of SBC; Mr. Philip Quigley, currently
head of Pacific Telesis, will be vice chairman. The new
company will be based in San Antonio, but will maintain
headquarters for Pacific Bell in California and Nevada Bell
in Nevada. The international, long distance and Internet
businesses will also be headquartered in California, as
well as a subsidiary dedicated to supporting the merged
companies.
The companies are seeking to complete the transaction by
year end 1996. Final approval must be granted by various
regulatory agencies and the shareowners of both companies.
The Board of Directors of both companies recommend that you
vote in favor of this proposal. Please mail your signed
proxy card no later than July 24, 1996.
Q. When is the merger expected to be finalized?
A. SBC and Pacific Telesis hope to close the merger by
the end of 1996. In addition to the various regulatory
agency approvals, shareowners of both companies must
approve the merger. Proxy materials were mailed to
shareowners beginning on June 7th, to those shareowners who
held shares as of June 3rd (the record date). Please mail
your signed proxy card as soon as possible and no later
than July 24th to ensure delivery prior to the special
meeting on July 31st.
Q. How much is SBC paying for Pacific Telesis?
A. The merger will be accomplished through a stock swap
of .733 shares, subject to adjustment pursuant to the
merger agreement, of SBC Common Stock for each outstanding
share of Pacific Telesis Common Stock. For example, a
shareowner holding 1,000 shares of Pacific Telesis stock
would receive 733 shares of SBC Common Stock.
Q. As a current shareowner, what do I need to do right
now?
A. The only action required at this time from you is to
vote your shares for the upcoming meeting. The Board of
Directors of both companies recommend that you vote in
favor of the proposal. Please mail your signed proxy card
no later than July 24th. Proxy materials were mailed to
all shareowners beginning on June 7th.
Q. Do I need to send in my Pacific Telesis or SBC stock
certificates?
A. At this time you should not send in any stock
certificates. After the merger is completed Pacific
Telesis shareowners will receive written instructions on
how to exchange their stock certificates for SBC
certificates. SBC shareowners will not be required to
send in their stock certificates for an exchange.
