SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 26, 1998
SBC COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8610 43-1301883
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
175 East Houston
San Antonio, Texas 78205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 821-4105
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
On October 26, 1998, SBC Communications Inc., a Delaware corporation
("SBC"), announced the consummation of the merger contemplated by the Agreement
and Plan of Merger, dated as of January 4, 1998, among Southern New England
Telecommunications Corporation, a Connecticut corporation ("SNET"), SBC and SBC
(CT), Inc., a Delaware corporation and a wholly-owned subsidiary of SBC ("Merger
Sub"), pursuant to which Merger Sub was merged with and into SNET (the "Merger")
with SNET as the corporation surviving in the Merger.
The preceding is qualified in its entirety by reference to a press
release, the text of which is attached hereto as an Exhibit and is incorporated
herein by reference.
Item 7. Exhibits.
99.1 Text of Press Release, dated October 26, 1998, issued by SBC.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SBC COMMUNICATIONS INC.
By: /s/ Liam Coonan
-----------------------------
Name: Liam Coonan
Title: Senior Vice President,
and Assistant General
Counsel
Date: 10/26, 1998
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SBC Communications
SBC News Release
FOR MORE INFORMATION, CONTACT:
Selim Bingol
210-351-3991
SBC COMMUNICATIONS COMPLETES
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS MERGER
"A combination of shared values and complementary strengths."
Company Renews Commitments to Job Growth and Community Support
SAN ANTONIO, Texas, October 26, 1998 -- SBC Communications Inc. (NYSE:
SBC) today completed its merger with Southern New England Telecommunications
Corp. (SNET) and renewed its commitments to increasing employment and community
support in Connecticut.
The merger was finalized following Friday's ruling by the Federal
Communications Commission (FCC) which approved the merger.
The merger strengthens SBC's competitive position in the dynamic
telecommunications market, creating a company with annual revenues of $27.1
billion (based on combined 1997 revenues), and approximately 129,000 employees.
SBC now serves more than 36.9 million access lines in high-growth areas and has
access to more than 84 million potential wireless customers across the country.
SNET provides a wide range of telecommunications services: traditional
wireline, wireless, long distance, Internet and data in Connecticut. It also
provides wireless service in Rhode Island and western Massachusetts. SBC
provides wireless service in the Northeast markets of Boston, upstate New York
and Washington, D.C./Baltimore. SNET will benefit from SBC's financial strength,
research capabilities and marketing expertise, while SBC will benefit from
SNET's successful experience in providing long distance services as well as its
complementary wireless businesses.
(more)
SOUTHWESTERN BELL PACIFIC BELL SNET NEVADA BELL CELLULARONE
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SBC News Release
Add 2
"This is a combination based on shared values and complementary
strengths. It improves our ability to generate profitable growth, to compete
successfully and to serve our customers," said Edward E. Whitacre, Jr., SBC
chairman and CEO. "Today we will begin the work necessary to bring the full
benefits of this transaction to our customers, shareholders and employees."
"I am pleased we'll be part of a company that shares our deep
commitment to customers, employees, shareholders and our communities," said
Daniel J. Miglio, SNET chairman. "This is a great fit that will provide the
resources we need to compete effectively and give our customers the best in
products and service."
"SNET will play an important part in SBC's "national-local" strategy of
competing in markets coast to coast, once our merger with Ameritech is completed
next year, as we plan to locate in Connecticut the headquarters for our
competitive expansion into Northeastern markets," Whitacre said.
Whitacre renewed SBC's commitments to enhance the company's
telecommunications network in Connecticut, to offer significant career
opportunities for SNET employees and to strengthen SNET's position as a major
contributor to its communities and the overall economy of Connecticut. The
company has announced a number of objectives to support these commitments which
are listed below.
LOCAL ECONOMIC HIGHLIGHTS
Maintain SNET's operating headquarters in Connecticut.
Continue to operate under the SNET name in Connecticut.
Establish a regional headquarters in Connecticut for SBC's Northeast
wireless operations.
Locate SBC's Northeastern competitive local exchange company (CLEC)
headquarters in Connecticut after the SBC/Ameritech merger closes.
OPPORTUNITY FOR EMPLOYEES
Increase SNET employment levels in Connecticut to about 10,000 regular,
full-time employees over the next five years.
Honor the recent contract reached with bargaining unit employees.
(more)
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SBC News Release
Add 3
POSITIVE COMMUNITY IMPACT
Increase SNET's state-wide charitable contributions by $1,050,000 in the
three years following the merger ($350,000 per year in 1999, 2000 and
2001), a 15 percent increase based on SNET's current giving levels.
Commit $1 million to Connecticut institutions of higher learning, including
a $500,000 donation to the University of Connecticut, to support
technological development by students and the state.
Begin high-speed ADSL (asymmetrical digital subscriber line) trials in
Connecticut within 90 days.
By November 10, 1998, submit a plan of action to the Connecticut Department
of Public Utilities Control (DPUC) to ensure SNET's Operations Support
Systems (OSS) foster open competition in the local market.
Joyce M. Roche, former president and chief operating officer, Carson,
Inc., and a member of SNET's board of directors since 1997, has been appointed
to SBC's Board of Directors. The SBC board currently consists of: Edward E.
Whitacre Jr.; Clarence C. Barksdale, vice chairman, Board of Trustees,
Washington University; James E. Barnes, chairman of the board, president and
chief executive officer (Retired), MAPCO Inc.; August A. Busch III, chairman of
the board and president, Anheuser-Busch Companies, Inc.; Royce S. Caldwell,
president-SBC Operations; Ruben R. Cardenas, Cardenas, Whitis & Stephen, L.L.P.
Attorneys; The Honorable William P. Clark, chief executive officer, Clark
Company; Martin K. Eby Jr., chairman of the board and chief executive officer,
The Eby Corporation; Herman E. Gallegos, independent management consultant; Jess
T. Hay, chairman, HCB Enterprises Inc., Texas Foundation for Higher Education;
Admiral Bobby R. Inman, United States Navy, Retired; Charles F. Knight, chairman
and chief executive officer, Emerson Electric Co.; Dr. Mary S. Metz, dean,
University Extension, University of California, Berkeley, Retired; Dr. Haskell
M. Monroe Jr., dean of faculties emeritus and director of A&M Heritage
Preservation Program, Texas A&M University; Toni Rembe, partner, Pillsbury
Madison & Sutro LLP; S. Donley Ritchey, chairman and chief executive officer
(Retired), Lucky Stores, Inc., managing partner, Alpine Partners; Richard M.
Rosenberg, chairman and chief executive officer (Retired), BankAmerica
Corporation; Ing. Carlos Slim Helu, chairman emeritus, Grupo Carso, S.A. de
C.V.; and Patricia P. Upton, president and chief executive officer, Aromatique,
Inc. SBC's Advisory Board member is Dr. Gilbert F. Amelio, partner and director,
The Parkside Group, LLC.
(more)
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SBC News Release
Add 4
The transaction involves a merger of a wholly owned subsidiary of SBC
into SNET. Holders of SNET common stock at the effective time of the merger will
receive 1.7568 shares of SBC common stock for each share of SNET common stock in
a tax-free exchange. The transaction is expected to be accounted for as a
pooling of interests.
In addition to the FCC, the transaction was reviewed and approved by
the Connecticut Department of Public Utilities Control and United States
Department of Justice, as well as SNET shareholders.
SBC Communications Inc. is a global leader in the telecommunications
industry, with more than 36.9 million access lines and 6.5 million wireless
customers across the United States, as well as investments in telecommunications
businesses in 11 countries. Under the Southwestern Bell, Pacific Bell, SNET,
Nevada Bell and Cellular One brands, SBC, through its subsidiaries, offers a
wide range of innovative services, including local and long-distance telephone
service, wireless communications, paging, Internet access, and messaging, as
well as telecommunications equipment, and directory advertising and publishing.
SBC (www.sbc.com) has approximately 129,000 employees. The combined 1997
revenues of SBC and SNET were $27.1 billion. SBC's equity market value ranks it
as one of the largest telecommunications companies in the world.
