SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 8, 1999
SBC COMMUNICATIONS INC.
A Delaware Corporation
Commission File No. 1-8610
IRS Employer No. 43-1301883
175 E. Houston, San Antonio, Texas 78205
Telephone Number (210) 821-4105
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Item 1. Not applicable.
Item 2. Acquisition or Disposition of Assets.
On October 8, 1999, SBC Communications Inc. ("SBC"), a Delaware
corporation, and Ameritech Corporation ("AIT"), a Delaware corporation,
consummated a merger (the "Merger") whereby SBC Delaware, Inc. ("Merger Sub"), a
Delaware corporation and a wholly-owned subsidiary of SBC, was merged with and
into AIT, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of May 10, 1998, among SBC, AIT and Merger Sub. As a result of the
Merger, AIT has become a wholly-owned subsidiary of SBC.
SBC currently intends to continue to use the assets of AIT to
provide telecommunications and telecommunications-related services.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $1.00 per share, of AIT (the "AIT
Common Stock") was converted into and became exchangeable for 1.316 shares of
common stock, par value $1.00 per share, of SBC (the "SBC Common Stock"). SBC
issued approximately 1,446,000,000 shares of SBC Common Stock in exchange for
the shares of AIT Common Stock.
Pursuant to the Merger Agreement, the Board of Directors of SBC (the
"SBC Board") has been expanded from 19 to 24 members, and Richard C. Notebaert,
James A. Henderson, Lynn M. Martin, John B. McCoy, and Laura D'Andrea Tyson, all
of whom were members of the Board of Directors of AIT prior to the Merger, have
been elected to the SBC Board.
Items 3-6. Not applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Pursuant to Item 7(a)(4) of Form 8-K, financial statements have not
been included with this report. SBC anticipates that it will file the financial
statements required by Form 8-K by an amendment to this report prior to October
31, 1999, but in any event on or prior to the time such financial statements are
required to be filed under Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 10, 1998, among
AIT, SBC and Merger Sub (incorporated by reference to Exhibit
2 to SBC's Current Report on Form 8-K, dated May 10, 1998).
Item 8. Not applicable.
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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.
October 12, 1999 SBC COMMUNICATIONS INC.
/s/ Donald Kiernan
Donald Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
