SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): June 17, 1999
SBC COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8610 43-1301883
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
175 E. Houston, San Antonio, Texas 78205
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 821-4105
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ITEM 5. OTHER EVENTS.
On June 17, 1999, SBC Communications Inc. (the "Registrant") issued a
press release, the text of which is attached hereto as Exhibit 99.1 and
incorporated herein in its entirety, announcing that today it commenced an offer
to purchase and consent solicitation (the "Tender Offer") for all of the
outstanding 9 1/2% Senior Notes due May 1, 2007 (the "Securities") issued by
Comcast Cellular Corporation ("Comcast Cellular"), in connection with the
closing of SBC Communications Inc.'s purchase of all stock of Comcast Cellular,
which is expected to be consummated shortly. The Tender Offer will expire at
5:00 p.m., New York City time, on July 15, 1999, unless extended or earlier
terminated. The time by which holders must tender Securities in order to be
eligible to receive a consent payment of 3.5% of the principal amount of each
Security purchased will be 5:00 p.m., New York City time, on June 30, 1999,
unless extended (the "Consent Payment Deadline"). Withdrawal rights for any
Securities tendered will expire at 5:00 p.m., New York City time, on the first
business day after the Consent Payment Deadline.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are filed herewith:
Exhibit
Number Description
- ----------- --------------------------------------------------------
99.1 Registrant's press release, dated June 17, 1999
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SIGNATURES
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.
Date: June 17, 1999 By: /s/ Donald E. Kiernan
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Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- -------------- ------------------------------------------------ ------------
99.1 Registrant's press release, dated June 17, 1999 5
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EXHIBIT 99.1
SBC COMMENCES TENDER OFFER FOR SENIOR COMCAST CELLULAR
CORPORATION DEBT
San Antonio, Texas, June 17, 1999-SBC Communications Inc. ("SBC") today
announced that it has commenced a tender offer for all of the outstanding 9 1/2%
Senior Notes due May 1, 2007 (the "Securities") issued by Comcast Cellular
Corporation ("Comcast Cellular"), in connection with the closing of SBC's
purchase of all stock of Comcast Cellular, which is expected to be consummated
shortly.
Under the terms of the offer, SBC will purchase the outstanding
Securities of Comcast Cellular at a purchase price determined by reference to a
fixed spread of 50 basis points over the yield to maturity of the United States
Treasury 6.625% Note due April 30, 2002, plus accrued and unpaid interest to but
excluding such date of payment. The purchase price includes an amount equal to
3.5% of the principal amount that will be paid only for Securities tendered at
or prior to a "consent payment deadline," which is expected to be 5:00 p.m., New
York City time, on June 30, 1999.
In connection with the offer, SBC is also seeking consents to certain
proposed amendments to the Indenture under which the Securities were issued. The
purpose of the proposed amendments is to eliminate certain restrictive covenants
contained in the Indenture, thereby affording Comcast Cellular additional
financial and operational flexibility. The offer is conditioned upon, among
other things, the receipt of the requisite consents to adopt such proposed
amendments, and the closing of SBC's purchase of all stock of Comcast Cellular.
The offer will expire at 5:00 p.m., New York City time, on July 15,
1999, unless extended. Withdrawal rights for any Securities tendered will expire
at 5:00 p.m., New York City time, on the first business day following the
"consent payment deadline." Payment for tendered Securities will be made in same
day funds on the first business day following expiration of the offer, or as
soon thereafter as practicable.
Goldman, Sachs & Co. will act as Dealer Managers for the offer. The
Information Agent is Beacon Hill Partners, Inc., and the Depositary is The Bank
of New York.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell the Securities. The offer is made only by an Offer to
Purchase and Consent Solicitation Statement dated June 17, 1999. Persons with
questions regarding the offer
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should contact the Information Agent at (800) 755-5001 or the Dealer Managers at
800-828-3182.
SBC Communications Inc. (www.sbc.com) is a global leader in the
telecommunications industry, with more than 37.7 million access lines and 7.2
million wireless customers across the United States, as well as investments in
telecommunications businesses in nine other 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. SBC offers local and
long-distance telephone service, wireless communications, data communications,
paging, Internet access, and messaging, as well as telecommunications equipment,
and directory advertising and publishing. SBC has more than 130,000 employees
and its annual revenues rank it in the top 50 among Fortune 500 companies.
FOR MORE INFORMATION, CONTACT:
Larry L. Solomon
Tel: 210/351-3990
Fax: 210/351-2903
Internet: [email protected], for SBC Communications
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