As filed with the Securities and Exchange Commission on July
26, 1996. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SBC COMMUNICATIONS INC.
A DELAWARE CORPORATION IRS TAXPAYER NO. 43-1301883
175 East Houston Street, San Antonio, Texas 78205
Attn: Judith Sahm, (210) 821-4105
SBC COMMUNICATIONS INC.
DIVIDEND REINVESTMENT PLAN
Name, address and Please send copies of all
telephone number of communications to:
agent for service:
Judith Sahm Wayne Wirtz, Esq
SBC Communications Inc. SBC Communications Inc.
175 East Houston 175 East Houston Street,
Street, 11th Floor 12th Floor
San Antonio, Texas 78205 San Antonio, Texas 78205
(210) 821-4105
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITI- TO BE MAXIMUM MAXIMUM REGISTRATI0N
ES TO BE REGIS- OFFERING AGGREGATE FEE
REGISTER- TERED(2) PRICE OFFERING
ED PER SHARE(1) PRICE(1)
- ----------------------------------------------------------------
Common 15,000,000 $48.875 $733,125,000.00 $252,801.72
Stock,
$1.00
par
value
per
share
(3)
(1) The price per share was estimated in accordance with
Rule 457(c) for purposes of calculating the registration
fee. The fee was computed based on 15,000,000 shares
(using the average of the high and low sale prices of the
stock on July 24, 1996).
(2) Represents the estimated number of shares that may be
issued.
(3) Includes preferred stock purchase rights that are
attached to and trade with the common stock, $1.00 par
value per share, of SBC Communications Inc. ("SBC Common
Stock"). The value attributable to such rights, if any,
is reflected in the market price of SBC Common Stock.
Pursuant to Rule 416(a) this Registration Statement also
covers such indeterminate number of additional shares of
Common Stock as is necessary to eliminate any dilutive
effect of any future stock split or stock dividend. No
additional registration fee is required.
Prospectus herein also relates to Registration Statement No.
33-49893 pursuant to Rule 429.
PROSPECTUS
(LOGO)
Inquiries: DIVIDEND
Contact the Plan Administrator at REINVESTMENT
(800) 351-7221 to request enrollment and PLAN
other forms. Service representatives are
available to assist you from 8 a.m. to 5 p.m.
Central Time, Monday through Friday,
excluding holidays. If calling from outside the
U.S., call collect at (713) 658-6392,
(713) 651-5076, or TTY (888) 269-5221
(if you are hearing- or speech-impaired). You
may also write to the Plan Administrator at:
TABLE OF CONTENTS
The Bank of New York, Available
Administrator Information. . . .2
SBC Communications Inc. DRP
P.O. Box 239 Incorporation
Newark, NJ 07101 of Documents
by Reference. . . .2
The Plan . . . . .3
No dealer, salesman or other person has been Responsibilities
authorized to give any information or to make of SBC. . . . . . .9
any representations other than those contained
or incorporated by reference in this prospectus Use of Proceeds . 9
and, if given or made, such information or
representations must not be relied upon as The Bank of New York
having been authorized. This prospectus does IRA ............ ..9
not constitute an offer or solicitation by anyone
in any jurisdiction in which such offer or Experts..........10
solicitation is not authorized or in which the
person making such offer or solicitation is not
qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
PROSPECTUS (LOGO)
SBC COMMUNICATIONS INC.
DIVIDEND REINVESTMENT PLAN
July 26, 1996
This Prospectus describes the SBC Communications Inc. Dividend Reinvestment
Plan (the "Plan") and relates to 15,627,364 shares of common stock,
par value $1.00 per share ("Shares"), of SBC Communications Inc.
("SBC"). The description of the Plan contained in this Prospectus is
effective for transactions occurring on and after August 19, 1996.
In order to improve the operation of the Plan, significant changes have
been made in the terms of the Plan, including changes in the fees
charged to participants in the Plan ("Participants").
SBC is waiving all fees in the Plan from August 19, 1996, through
October 31, 1996.
Please read and keep this Prospectus for future reference.
The Plan provides holders of its Shares a convenient and economical method of
purchasing additional Shares with reinvested dividends and optional cash
investments. Key features of the Plan are as follows:
To be eligible to participate, a shareholder must maintain at least
one Share in the Plan.
Participants may either reinvest dividends on all Shares owned
(full dividend reinvestment) or reinvest dividends on fewer
than all Shares owned and receive cash dividends on the remaining
Shares (partial dividend reinvestment).
Participants may acquire additional Shares through optional cash
investments of at least $50 per investment (up to an aggregate of
$120,000 per calendar year) by check or money order, or by
electronic funds transfer from a Participant's account with a U.S.
financial institution. Optional cash investments are invested in
Shares on a weekly basis. On July 24, 1996, the closing price
of the Shares was $49.25 per Share.
Participants may sell any number of whole Shares held in their accounts
by providing instructions in writing to the Plan Administrator
or by calling (800) 351-7221 and using the automated sales feature.
Participants may deposit their Shares in the Plan for safekeeping,
eliminating the need to keep certificates.
Participants may establish an Individual Retirement Account ("IRA")
through The Bank of New York to purchase Shares through the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Available Information. SBC was incorporated in 1983 under the laws of the
State of Delaware and has its principal executive offices at 175 East
Houston, San Antonio, TX 78205, telephone number (210) 821-4105.
SBC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, ("Exchange Act") and in accordance therewith,
files reports and other information with the Securities and
Exchange Commission ("SEC"). Such reports and other information filed
by SBC can be inspected and copied at the public reference facilities of
the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as at the following SEC Regional Offices: Seven World
Trade Center, Suite 1300, New York, NY 10048; and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661.
Copies can be obtained from the SEC by mail at prescribed rates.
Requests should be directed to the SEC's Public Reference Section, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Such
material can also be inspected at the New York Stock Exchange,
20 Broad Street, New York, NY 10005, the Chicago Stock Exchange,
440 South La Salle Street, Chicago, IL 60605, or the Pacific Stock
Exchange, 301 Pine Street, San Francisco, CA 94104, on which exchanges
Shares are listed; and also on the Internet at http://www/sec.gov.
SBC has filed with the SEC a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as
amended. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the SEC.
For further information, reference is made to the
Registration Statement.
Incorporation of Documents by Reference. The following documents have
been filed by SBC with the SEC (File No 1-8610) and are incorporated
herein by reference: SBC's Annual Report on Form 10-K for the year
ended December 31, 1995; SBC's Quarterly Report on Form 10-Q for
the three month period ended March 31, 1996; SBC's Current Report
on Form 8-K, dated April 1, 1996; the description of SBC's Shares
contained in its Registration Statement on Form 10, dated
November 15, 1983; SBC's Registration Statement on Form 8-A, dated
February 9, 1989, together with amendments thereto; and SBC's
Registration Statement on Form S-4 (Reg. No.333-02587).
The following documents filed by Pacific Telesis Group ("PAC")
(File No. 1-8609) are incorporated herein by reference:
PAC's Annual Report on Form 10-K for the year ended December 31, 1995;
PAC's 1995 Consolidated Financial Statements included in
PAC's Proxy Statement, dated March 15, 1996; and
PAC's Quarterly Report on Form 10-Q for the three month
period ended March 31, 1996.
All documents filed by SBC and PAC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering
of the Shares shall be deemed to be incorporated by reference
in this Prospectus and to be part hereof from the date of filing
of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this Prospectus. Copies of any document
which has been or may in the future be incorporated in this
Prospectus by reference, other than exhibits to such
document, may be obtained upon written or oral request
without charge from the Plan Administrator, telephone
number (800) 351-7221.
THE PLAN
Administration:
The Bank of New York, SBC's stock transfer agent, has been
appointed to administer the Plan ("Plan
Administrator") and to act as the Plan's record keeper.
Eligibility and Enrollment:
If you are an SBC shareholder of record, you may enroll your Shares
in the Plan by completing an Enrollment Form and returning it to
the Plan Administrator. A minimum of one Share must be enrolled
and maintained in the Plan. Dividends on any Shares you enroll in the
Plan, less any applicable fees, will automatically be reinvested
and used to purchase additional Shares.
You may elect 100% enrollment, which will allow the reinvestment
of dividends on all identically registered Shares held by
you, regardless of whether the number of such Shares increases
or decreases. Or, you may elect to enroll only a specific
number of identically registered Shares, in which case you
will continue to receive cash dividends on any Shares not
enrolled in the Plan (if the number of such Shares actually
held by you falls below the specific number enrolled, your
enrollment will be reduced accordingly during such periods).
The Enrollment Form must be received by the Plan Administrator
by a dividend's record date in order to reinvest
that dividend; otherwise the enrollment will be effective
for the following dividend. SBC has historically paid
dividends on the first business day of February, May,
August, and November of each year (the "Dividend
Payment Date"). The record date set by the Board of
Directors is typically the 10th day of the month prior to
the month of the Dividend Payment Date. There can be no
assurance as to the continuation of dividends or the
selection of record or payment dates.
You may change the number of Shares on which dividends are
being reinvested by completing and signing a new
Enrollment Form and returning it to the Plan Administrator.
SBC or the Plan Administrator may refuse the enrollment
of Shares due to excessive termination and enrollment by
the shareholder.
Participation in the Plan by citizens or residents of a
country other than the U.S., its territories and possessions
is limited to shareholders whose participation would not
violate local laws applicable to SBC or the Participant.
Shareholders residing outside the U.S. who wish to participate
in the Plan should first determine whether they
are subject to any governmental regulations prohibiting
their participation. In addition, SBC or the Plan
Administrator may, from time to time, limit the countries
from which shareholders may participate in the Plan.
Please contact the Plan Administrator for information on
what countries may participate in the Plan.
(See "Service Fees" on page 5 for a description of the
fees applicable to Participants.)
Optional Cash Investments:
In addition to purchasing Shares with reinvested dividends,
you may make optional cash investments of at least
$50 per investment to acquire additional Shares in the Plan.
Optional cash investments must be made in U.S.
funds drawn on a U.S. financial institution and cannot
exceed a total of $120,000 in any calendar year. No
interest will be paid on amounts held by the Plan
Administrator pending investment. You may make optional
cash investments through any of the following methods:
Check Investment: You may make cash investments
(invested weekly) at any time of at least $50 per
investment in the Plan by sending your personal
check or money order (made payable to "The Bank of New
York") along with a completed Optional Cash Investment
Form to the Plan Administrator. Third-party checks
will not be accepted and will be returned to you.
Automatic Monthly Deduction: You may contact the Plan
Administrator to arrange for optional cash
investments of at least $50 to be made automatically once
a month using electronic funds transfer. Such
payments are deducted from your designated account, at
any U.S. financial institution that participates in the
Automated Clearing House system, on the 25th day of each
month (or if such date is not a business day, the
next business day).
Investment Dates: Check investments in good order and Automatic
Monthly Deductions received by the Plan Administrator by the
last business day of the week will be invested on the first day
the Shares are traded on the New York Stock Exchange during
the following week, or as soon thereafter as is practicable (an
"Optional Cash Investment Date"). As used in this Prospectus,
a "business day" is any day on which the Plan Administrator
or SBC, as the context requires, is open for business; however,
if used in reference to when Shares may be purchased, a
business day shall be any day when Shares are traded on the New
York Stock Exchange.
Source and Pricing of Shares:
Shares purchased under the Plan will be registered in the name of
the Plan Administrator or its nominee, as agent for Participants
in the Plan. At SBC's discretion, Shares purchased with reinvested
dividends or optional cash investments will be either:
(1) purchased by the Plan Administrator on the open market
or (2) purchased directly from SBC.
The price of Shares purchased on the open market will be the
average cost incurred to purchase the Shares,
excluding any brokerage commissions. (Brokerage
commissions on purchases will be paid by SBC.) The
average cost will be determined by dividing the cost of all
Shares purchased during the relevant investment period
(the investment period is the interval the Plan Administrator
purchases Shares with respect to a particular
Dividend Payment Date or Optional Cash Investment Date), by
the total number of Shares purchased. The
average cost of Shares purchased with reinvested
dividends will be computed separately from those purchased
with optional cash investments. Each Participant's
account will be credited with the number of Shares, including
fractions, equal to the net dollar amount to be invested,
divided by the average cost per Share.
The Plan Administrator will begin purchasing Shares for
the reinvestment of dividends on the third business day,
or as soon thereafter as is practicable, preceding the
Dividend Payment Date and ending, if practicable, no later
than the eleventh business day following the Dividend
Payment Date. The Plan Administrator will purchase
Shares with optional cash investments on the Optional
Cash Investment Date, or as soon thereafter as is
practicable. On any day where Shares are to be purchased
with both optional cash investments and reinvested
dividends, the cost of each Share purchased, regardless
of the source of funds, will be determined by averaging
the cost of all Shares purchased for the Plan that day.
Because optional cash investments are typically smaller
than reinvested dividends, Shares purchased under the
Plan will be used to satisfy optional cash investments first.
No interest will be paid on amounts held by the Plan
Administrator pending investment.
The price of Shares purchased from SBC will be the average
of the high and low sale prices of Shares, as
reported in the New York Stock Exchange Composite
Transaction listing (reported in the Wall Street Journal),
or a similar report selected by the Plan Administrator,
on the relevant Dividend Payment Date or Optional Cash
Investment Date. If the Shares are not traded on the
New York Stock Exchange on the Dividend Payment Date,
then the first preceding date the Shares were so traded
will be used.
Brokerage Commissions:
In addition to the service fees below, you must pay
brokerage commissions if you sell Shares through the Plan.
The commissions will be deducted from the proceeds of
any sale. Typically, brokerage commissions are
approximately $.03 - $.05 per Share.
- --------------------------------------------------------------
Service Fees: The following fees and charges will apply to
participation in the Plan.
There is no fee to withdraw whole Shares from your account.
- ---------------------------------------------------------------
Account Maintenance Fee $1 per quarter or 5% of each
(deducted from each quarterly
dividend) quarterly dividend, whichever is less
- ---------------------------------------------------------------------------
Sales Fee $10 (plus brokerage commissions)
Sale of Shares:
You may sell some or all of the whole Shares held in your
account by calling (800) 351-7221 and selecting the
appropriate automated option or by completing and
returning an Account Change Form to the Plan Administrator
(a PIN number is required when using the automated
sales option by phone and may be obtained by calling (800)
351-7221). The sale will be made as soon as practicable
following receipt of the instructions. The Plan
Administrator normally sells Shares on Monday, Wednesday,
and Friday, and may sell on other days as well.
If you complete a sale of Plan Shares after the record
date, dividends on the Shares so sold will be reinvested,
unless you terminate your account prior to the related
Dividend Payment Date. You should receive a check for
the proceeds from the sale of your Plan Shares, less
applicable fees and brokerage commissions, within two weeks
following the Plan Administrator's receipt of the
request for sale. The Plan Administrator may use BNY
Brokerage Inc., a subsidiary of the Plan Administrator,
for trading activity relative to the Plan on behalf of Plan
Participants. BNY Brokerage Inc. will receive a commission
in connection with any sales it processes.
SBC may refuse, suspend or terminate the sale of Shares
through the Plan at any time with or without
advance notice.
Changing Enrollment in the Plan:
You may increase or decrease the number of your Shares that
are enrolled in the Plan. If you sell or otherwise
dispose of a portion of the Shares enrolled in the Plan,
dividends will continue to be reinvested on the remaining
enrolled Shares, unless you provide otherwise. All
dividends on Shares held by the Plan will be reinvested.
For example, if you elect to enroll a specific number of
Shares in the Plan, authorizing the reinvestment of
dividends on 100 of 125 Shares registered in your name,
and you subsequently sell 25 Shares, dividends would
continue to be reinvested on 100 Shares. Likewise, if
you sell another 50 Shares (leaving a balance of 50 Shares),
dividends would be reinvested on the remaining 50 Shares.
If you purchase additional Shares, resulting in a new
balance of 150 Shares, dividends would then be reinvested
on all 100 Shares.
To change the number of Shares on which dividends are
reinvested, you should submit a new Enrollment Form
to change the number of Shares enrolled (for Shares held
by you). For Shares held in a Plan account, you should
submit an Account Change Form instructing the Plan
Administrator to issue you a certificate for the number of
Shares you wish to withdraw from the Plan. Failure to
maintain the enrollment of one whole Share will result in
automatic termination of your participation (see "Termination
of Plan Participation," below).
Termination of Plan Participation:
You may terminate your participation in the Plan at any
time by sending an Account Change Form to the Plan
Administrator. You must terminate your account prior to
the Dividend Payment Date in order to avoid the
reinvestment of the dividend payable on that date.
Upon termination from the Plan, you must elect to either: (a)
receive a certificate for the number of whole Shares
held in your Plan account and a check for the value of any
fractional Share; or (b) sell all Shares held in your
Plan account. Any applicable brokerage commission, service
fees and withholding taxes will be deducted from the
sale of any fractional or whole Shares. SBC or the Plan
Administrator may suspend or terminate your participation
in the Plan, with or without advance notice.
Certificates:
Safekeeping: Shares purchased with either reinvested
dividends or optional cash investments will
automatically be held by the Plan Administrator or its
nominee in a Plan account on your behalf. In addition,
you may deposit with the Plan Administrator any Plan
Shares for which you hold the certificates. However,
you are not required to send in the certificates for
the Shares being enrolled. All dividends on Shares held in
your Plan account will be reinvested.
Withdrawal of Shares from the Plan and Issuance of
Certificates: Certificates for any number of whole
Shares held in your Plan account will be issued within
two weeks after your request is received by the Plan
Administrator, either in writing or by telephone.
Certificates for whole Shares issued to you will be registered
in the name(s) in which the Plan account is held.
Any remaining Shares will continue to be held by the Plan
Administrator.
Participant Mailings:
You will receive transaction advices for account activity
and quarterly statements listing all transactions in your
account for that quarter.
Stock Splits:
Any Shares distributed as a result of a stock dividend or
stock split by SBC on Shares held in your Plan account
will be added to your Plan account. Certificates for
Shares from stock dividends or stock splits distributed on
Shares registered in your name (that is, Share certificates
held by you) will be mailed directly to you in the same
manner as to shareholders who are not participating in the
Plan. The processing of transactions under the Plan
may be curtailed or suspended until the completion of any
stock dividend or stock split.
Rights Offering:
Your entitlement in a rights offering is based upon your total
holdings. However, rights certificates, if any, would
be issued for whole Shares only. Rights based on a fraction
of a Share held in your Plan account would be sold
and the net proceeds would be forwarded to you.
Voting:
You will be sent one proxy card representing the Shares for which
you hold certificates (whether or not those
Shares are enrolled in the Plan) and acting as voting instructions
for the Shares held in your Plan account. The
proxy card, when returned, will be voted as indicated on the card by you.
Tax Information:
SBC believes the following is an accurate summary of the
Federal income tax consequences for you as of the date
of this Prospectus:
(1) Cash dividends reinvested under the Plan will be taxable
as having been received by you, even though you
have not actually received them in cash. In addition,
in the case of Shares purchased on the open market
with reinvested dividends or optional cash investments,
the amount of brokerage commissions paid by SBC
on your behalf will be treated as a distribution subject
to income tax in the same manner as dividends. You
will receive an annual statement from the Plan Administrator
indicating the amount reported to the Internal
Revenue Service of: (a) reinvested dividends to be
treated as dividend income, and (b) brokerage
commissions paid by SBC on your behalf. The tax basis
per Share will be the price at which the Shares are
credited to your account as described above in the section
entitled "Source and Pricing of Shares".
(2) In general, if you fail to furnish a valid taxpayer
identification number to the Plan Administrator, dividend
distributions will be subject to the U.S. backup
withholding. The dividends, less the amount of Federal
income tax required to be withheld, will then be reinvested.
(3) The rule stated in paragraph (1) above may not be
applicable to certain Participants in the Plan, such as tax-
exempt entities (i.e., pension funds) and foreign
shareholders. These particular Participants should
consult their own tax advisors concerning the tax
consequences applicable to their situations.
(4) In the case of those foreign shareholders whose dividends
are subject to U.S. Federal income tax withholding, the amount
of tax to be withheld will be deducted from the amount of the
dividend, and only the remaining amount of the dividend
will be reinvested.
This summary may not reflect every situation under Federal,
state or local tax laws that could result from
participation in the Plan. For additional information
about the tax consequences applicable to your particular
situation, please consult your tax advisor.
Modification or Termination of the Plan:
SBC reserves the right to suspend, modify or terminate the
Plan at any time. Notice of any such suspension,
modification or termination will be sent promptly to your
address as shown on the Plan Administrator's records,
although advance notification will not always be possible
and is not required under the Plan. Upon termination
of the Plan by SBC, certificates for whole Shares held in
your Plan account will be issued and a cash payment
will be made for any fraction of a Share.
RESPONSIBILITIES OF SBC
Neither SBC nor the Plan Administrator will be liable for
any act done in good faith or for any good faith
omission to act, including, without limitation, any claim
of liability arising out of failure to terminate a
Participant's Plan account upon such Participant's death
prior to receipt of notice in writing of such death.
You should recognize that SBC cannot assure you of a profit
or protect you against a loss on the Shares
purchased by you under the Plan.
Although the Plan contemplates the continuation of
quarterly dividend payments, the payment of dividends is
subject to the discretion of SBC's Board of Directors.
There can be no assurance that dividends will continue
to be declared in the future or, if declared, that they
will not be increased or decreased.
USE OF PROCEEDS
To the extent purchases of Shares under the Plan
by Participants are made from Shares held by SBC, it is
expected the net proceeds will be used for general
corporate purposes.
THE BANK OF NEW YORK IRA
Shareholders of SBC may elect to participate in the Plan
through an Individual Retirement Account ("IRA")
offered by The Bank of New York. The IRA is specifically
designed to allow shareholders to make optional cash
investments through the IRA and reinvest dividends on
Shares held in the IRA. You may open an IRA by
completing and signing an IRA Enrollment Form and
returning it to The Bank of New York, as custodian (The
Bank of New York will be referred to as the "Custodian"
when acting in this capacity). The IRA is offered only
to shareholders of SBC who reside in the U.S. or its
possessions and territories. In order to establish an IRA,
you must make a minimum initial contribution of $250 or
arrange to rollover an existing IRA or qualified plan
distribution into the IRA. Upon executing and delivering
the IRA Enrollment Form to the Custodian, together
with your initial contribution or appropriate forms
necessary to rollover another IRA or qualified plan
distribution, you will automatically be enrolled in the
Plan. The Custodian will invest the funds held in the IRA
in the Plan as an optional cash investment; however,
the investment will not count against the $120,000 annual
optional cash investment limit. The initial investment
will be made no sooner than seven days after receipt of
the IRA Enrollment Form.
Other than the initial minimum enrollment requirement,
the IRA must comply with all other requirements of the
Plan. In addition, to remain enrolled in the Plan,
each IRA must separately comply with the minimum enrollment
requirements of the Plan. Complete terms of the IRA
are contained in the IRA enrollment package available from
the Custodian. After you have established your IRA,
you may make additional contributions to the IRA or
rollover other IRAs or qualified plan distributions.
-----------------------------------------------------------------------
Acceptance Fee (charged to open an IRA account) $30
-----------------------------------------------------------------------
Annual Maintenance Fee $35
----------------------------------------------------------------------
Termination Fee $50
-------------------------------------------------------------------------
Rollover Fee(1) $10
-------------------------------------------------------------------------
Periodic Payment Fee(2) $25
----------------------------------------------------------------------
(1) This fee is charged if you rollover your IRA with the
Custodian to another IRA and is in addition to the
termination fee.
(2)This is a one-time service fee for setting up distributions
of payments over an individual's life expectancy.
Service fees charged by the Custodian are in addition to any
fees charged by the Plan. The Custodian's fees are
set forth above. If you do not pay the Custodian fees
separately, they will be deducted from your IRA by selling
sufficient shares or fractions thereof to cover the amount of
such fees (in the case of the Acceptance Fee, it will
be deducted from the initial contribution or rollover).
For additional information and to obtain an IRA enrollment
package, you may contact the Custodian: The Bank
of New York, Custodian; SBC Communications Inc. DRP; P.O.
Box 1689; Newark, NJ 07101; telephone
number (800) 716-1520. IRA service representatives are
available to assist you from 8 a.m. to 5 p.m. Central
Time, Monday through Friday, excluding holidays.
EXPERTS
The consolidated financial statements and schedules of SBC
appearing or incorporated by reference in SBC's
Annual Report on Form 10-K for the year ended December 31, 1995,
have been audited by Ernst and Young LLP, independent
auditors, as set forth in their reports included and
incorporated by reference therein and
incorporated herein by reference. Such consolidated
financial statements and schedules are incorporated herein
by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements and schedules of
PAC appearing or incorporated by reference in PAC's
Proxy Statement, dated March 15, 1996, have been audited
by Coopers & Lybrand L.L.P., independent
accountants. The financial statements audited by Coopers
& Lybrand L.L.P. have been incorporated herein by
reference in reliance upon their report given upon their
authority as experts in accounting and auditing.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Filing Fee $252,801
Printing and Distributing Registration Statement,
Prospectus, and Miscellaneous Material 175,000*
Accountants' Fees and Expenses 13,000*
Blue Sky Fees and Expenses 25,000*
Miscellaneous 10,000*
Total $475,801*
________________
* Estimated amounts
Item 15. Indemnification of Directors and Officers
The laws of the State of Delaware provide for
indemnification of any person (the "Indemnitee"), under certain
circumstances, against reasonable expenses, including attorneys'
fees, incurred in connection with the defense of a civil,
criminal, administrative or investigative proceeding (other than
an action by or in the right of SBC) to which such person has
been made, or threatened to have been made, a party by reason of
the fact that he or she is or was serving as a director, officer,
employee or agent of SBC or by reason of the fact that he or she
is or was serving at the request of SBC as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Pursuant to the statute,
indemnity may be provided for if the Indemnitee acted in good
faith (and with respect to a criminal action or proceeding, had
no reason to believe his or her conduct was unlawful) and in a
manner reasonably believed to be in or not opposed to the best
interests of SBC. With respect to any threatened, pending or
completed action or suit by or in the right of SBC, the statute
provides that SBC may indemnify against expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement if the Indemnitee acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of SBC, except that no indemnification may
be made if the Indemnitee shall have been adjudged to be liable
to SBC unless specific court approval is obtained. The statute
further provides that the indemnification provided pursuant to it
shall not be deemed exclusive of any rights to which those
seeking indemnification may be entitled under any bylaw,
agreement, vote of shareowners or disinterested directors or
otherwise. The bylaws of SBC provide that SBC shall indemnify,
and advance expenses to, any director, officer, employee or agent
of SBC or any person serving as a director or officer of any
other entity at the request of SBC to the fullest extent
permitted by law.
Under the statute, SBC may, and does, maintain insurance
policies covering SBC, any director or officer of SBC and any
person serving at the request of SBC as a director or officer of
any other entity. These insurance policies generally cover
liabilities arising out of such service, including liabilities
for which any such person may not be indemnified by SBC.
In recognition of the directors' and officers' need for
substantial protection against personal liability in order to
assure their continued service to SBC in an effective manner,
their reliance on the bylaws and to provide them with specific
contractual assurances that the protection promised by such
bylaws will be available to them, SBC has entered into indemnity
agreements with each of its directors and officers.
Each agreement specifies that SBC will indemnify the
director or officer to the fullest extent permitted by law, as
soon as practicable after written demand is presented, against
any and all expenses and losses arising out of any action, suit
or proceeding, inquiry or investigation related to the fact that
the director or officer is or was a director, officer or
employee, agent or fiduciary of SBC or was serving another
corporation, partnership or joint venture in such a capacity at
the request of SBC. Each agreement also provides that SBC will
promptly advance any expenses if requested to do so. Each
director and officer undertakes in the agreement to repay such
advancements if it is ultimately determined that he or she was
not entitled to indemnification. The right of any director or
officer to indemnification in any case will be determined by
either the Board of Directors (provided that a majority of
directors are not parties to the claim), by a person or body
selected by the Board of Directors or, if there has been a change
in control, defined in the agreement generally to mean an
acquisition by any person of 20 percent or more of SBC's stock or
a change in the identity of a majority of the Board of Directors
over a two-year period, by a special, independent counsel.
In each agreement, SBC commits to maintaining its insurance
coverage of directors and officers both in scope and amount at
least as favorable as the policies maintained as of the effective
date of the agreement. In the event that such insurance is not
reasonably available or if it is determined in good faith that
the cost of the insurance is not reasonably justified by the
coverage thereunder or that the coverage thereunder is
inadequate, SBC may discontinue any one or more of such policies
or coverages. In such event, SBC agrees to hold harmless and
indemnify directors and officers to the full extent of the
coverage which would otherwise have been provided if the
insurance in effect on the effective date of the agreements had
been maintained. Each agreement will remain effective so long as
the director or officer is subject to liability for an
indemnifiable event (the "indemnification period"). Each
agreement also provides that if during the indemnification period
the then existing directors and officers have more favorable
indemnification rights than those provided for in the agreement,
each director or officer shall be entitled to such more favorable
rights. The foregoing summary is subject to the detailed
provisions of the Delaware General Corporation Law, SBC's bylaws,
and the agreements between SBC and each of its directors and
officers.
Item 16. Exhibits
Exhibit
Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
15 Letter on unaudited interim financial information
23.A Consent of Ernst & Young LLP, Independent
Auditors
23.B Consent of Coopers & Lybrand L.L.P.,
Independent Auditors
24.A Power of Attorney of Officer/Director
24.B Powers of Attorney of Directors
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 15 or otherwise (excluding the insurance
policies referred to therein), the registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes:
(1)to file, during any period in which offers or sales are
being made of the securities registered hereby, a post-
effective amendment to this Registration Statement:
(a)to include any prospectus required by Section
10(a)(3) of the Securities Act;
(b)to reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement;
(c)to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a) and (b) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
(2)that, for the purpose of determining any liability under
the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3)to remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4)that, for purposes of determining any liability under
the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
THE REGISTRANT:
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of San Antonio, State of Texas, on the 26th day of July 1996.
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
Principal Executive Officer: Edward E. Whitacre, Jr.,*
Chairman and Chief Executive
Officer
Principal Financial and Accounting Officer:
Donald E. Kiernan,
Senior Vice President, Treasurer
and Chief Financial Officer
DIRECTORS: By: /s/ Donald E. Kiernan
Clarence C. Barksdale* Donald E. Kiernan,
as attorney-in-fact for
James E. Barnes* Mr. Whitacre, the Directors, and on
Jack S. Blanton* his own behalf as Principal Financial
August A. Busch III* Financial Officer and Principal
Ruben R. Cardenas* Accounting Officer
Martin K. Eby, Jr.* July 26, 1996
Tom C. Frost*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Haskell M. Monroe, Jr.*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
15 Letter on unaudited interim financial information
23.A Consent of Ernst & Young LLP, Independent Auditors
23.B Consent of Coopers & Lybrand L.L.P., Independent
Auditors
24.A Power of Attorney of Officer/Director
24.B Powers of Attorney of Directors
Exhibit 5
July 25, 1996
SBC Communications Inc.
175 E. Houston Street
San Antonio, Texas 78205
Dear Sirs:
In connection with the registration under the Securities Act
of 1933, as amended, (the Securities Act) of shares (the
"Shares") of Common Stock, par value $1.00 per share, of SBC
Communications Inc., a Delaware corporation (the "Corporation"),
and related preferred stock purchase rights (the "Rights") under
the Shareowner Rights Plan, dated as of January 27, 1989, between
the Corporation and American Transtech, Inc. ("ATI"), as amended
by the Amendment to the Rights Agreement, dated as of August 5,
1992, by and among the Corporation, ATI, and The Bank of New
York ("BONY"), as successor Rights Agent, and as further amended
by the Second Amendment to Rights Agreement, dated as of June 15,
1994, by and between the Corporation and BONY (as amended, the
"Rights Plan"), to be issued pursuant to the SBC Communications
Inc. Dividend Reinvestment Plan. I, as General Counsel, have
examined such corporate records, certificates, and other
documents, and such questions of law, as I have considered
necessary or appropriate for the purposes of this opinion. Upon
the basis of such examination, I am of the opinion that:
(1)The Shares have been duly authorized to the extent of
15,000,000 Shares, to be issued pursuant to the SBC
Communications Inc. Dividend Reinvestment Plan (the
"Plan"), and, when the registration statement relating
to the Shares (the "Registration Statement") has become
effective under the Securities Act, upon issuance of the
Shares and payment therefore in accordance with the Plan
and the resolutions of the Board of Directors of the
Corporation relating thereto, the Shares will be legally
issued, fully paid and nonassessable; and
(2)Assuming that the Rights Plan has been duly authorized,
executed and delivered by the Rights Agent, then when
the Registration Statement has become effective under
the Securities Act and the Shares have been validly
issued and sold as contemplated in paragraph (1) above,
the Rights attributable to the Shares will be validly
issued.
The foregoing opinion is limited to the laws of the United
States and the General Corporation Law of the State of Delaware,
and I am expressing no opinion as to the effect of the laws of
any other jurisdiction.
I have relied as to certain matters on information
obtained from public officials, officers of the Corporation
and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ James D. Ellis
Exhibit 15
July 25, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SBC Communications Inc.
Registration on Form S-3
Ladies and Gentlemen:
We are aware that our report dated May 13, 1996, on our
review of the interim financial information of Pacific
Telesis Group and Subsidiaries for the three-month period
ended March 31, 1996, and included in Pacific Telesis
Group's quarterly report on Form 10-Q for the quarter then
ended is incorporated by reference in this registration
statement. Pursuant to Rule 436(c) under the Securities Act
of 1933, this report should not be considered a part of the
registration statement prepared or certified by us within
the meaning of Sections 7 and 11 of that Act.
Very truly yours,
Coopers & Lybrand L.L.P.
Exhibit 23.A
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of SBC Communications
Inc. ("SBC") for the registration of 15,000,000 shares of its common stock and
to the incorporation by reference therin of our reports dated February 9,
1996, with respect to the consolidated financial statements of SBC incorporated
by reference in its Annual Reprt (Form 10-K) for the year ended December 31,
1995, and the related financial statement schedules included therin, filed with
the Securites and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
July 25, 1996
Exhibit 23.B
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement of SBC Communications Inc. on Form S-
3 of our report dated February 22, 1996, on our audits of
the consolidated financial statements of Pacific Telesis
Group as of December 31, 1995 and 1994, and for the years
ended December 31, 1995, 1994, and 1993, which report is
included in Pacific Telesis Group's 1996 Proxy Statement.
We also consent to the reference to our Firm under the
caption "Experts".
COOPERS & LYBRAND L.L.P.
San Francisco, California
July 25, 1996
Exhibit 24.A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware
corporation, hereinafter referred to as the "Corporation",
proposes to file with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-
3 for the issuance of up to fifteen million (15,000,000)
shares of the Corporation's Common Stock pursuant to the SBC
Communications Inc. Dividend Reinvestment Plan; and
WHEREAS, the undersigned is an officer and a director
of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints James D. Ellis, Donald E. Kiernan, Alfred G.
Richter, Jr., Roger W. Wohlert, or any one of them, all of
the City of San Antonio and State of Texas, his attorneys
for him and in his name, place and stead, and in each of his
offices and capacities in the Corporation, to execute and
file such Registration Statement, and thereafter to execute
and file any and all amended registration statements and
amended prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys
full power and authority to do and perform each and every
act and thing whatsoever requisite and necessary to be done
in and concerning the premises, as fully to all intents and
purposes as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand the 28th day of June 1996.
/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board and
Chief Executive Officer
Exhibit 24.B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware
corporation, hereinafter referred to as the "Corporation",
proposes to file with the Securities and Exchange Commission at
Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-3 for the
issuance of up to fifteen million (15,000,000) shares of the
Corporation's Common Stock pursuant to the SBC Communications
Inc. Dividend Reinvestment Plan; and
WHEREAS, each of the undersigned is a director of the
Corporation;
NOW, THEREFORE, each of the undersigned hereby constitutes
and appoints Edward E. Whitacre, Jr., James D. Ellis, Donald E.
Kiernan, Alfred G. Richter, Jr., Roger W. Wohlert, or any one of
them, all of the City of San Antonio and State of Texas, the
undersigned's attorneys for the undersigned and in the
undersigned's name, place and stead, and in each of the
undersigned's offices and capacities in the Corporation, to
execute and file such Registration Statement, and thereafter to
execute and file any and all amended registration statements and
amended prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full
power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and
concerning the premises, as fully to all intents and purposes as
each of the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set
his or her hand the 28th day of June 1996.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
/s/ Jack S. Blanton /s/ August A. Busch III
Jack S. Blanton August A. Busch III
Director Director
/s/ Ruben R. Cardenas /s/ Martin K. Eby, Jr.
Ruben R. Cardenas Martin K. Eby, Jr.
Director Director
/s/ Tom C. Frost /s/ Jess T. Hay
Tom C. Frost Jess T. Hay
Director Director
/s/ Bobby R. Inman /s/ Charles F. Knight
Bobby R. Inman Charles F. Knight
Director Director
/s/ Haskell M. Monroe, Jr. /s/ Carlos Slim Helu
Haskell M. Monroe, Jr. Carlos Slim Helu
Director Director
/s/ Patricia P. Upton
Patricia P. Upton
Director
