AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 12, 2000
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.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
43-1301883
(I.R.S. EMPLOYER IDENTIFICATION NO.)
175 E. HOUSTON STREET
SAN ANTONIO, TEXAS 78205-2233
(210) 821-4105
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------
JUDITH SAHM
SBC COMMUNICATIONS INC.
175 E. HOUSTON STREET, 11TH FLOOR
SAN ANTONIO, TEXAS 78205-2233
(210) 821-4105
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE FOR REGISTRANT)
WAYNE WIRTZ, ESQ. COPIES TO: JOHN T. BOSTELMAN, ESQ.
SBC COMMUNICATIONS INC. SULLIVAN & CROMWELL
15 E. HOUSTON STREET 125 BROAD STREET
SAN ANTONIO, TEXAS 78205-2233 NEW YORK, NEW YORK 10004
(210) 821-4105 (212) 558-4000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed maximum Proposed maximum Amount of
- --------------------------------------------------- Amount to be offering price per aggregate offering registration
Title of each class of securities to be registered registered unit (1) price (1) fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (2)...............................
Preferred Stock (3)...............................
Depositary Shares representing Preferred Stock (4) (7) (7) $7,500,000,000(8)(9) $1,556,610 (9)
Common Stock (5) (6)..............................
=================================================================================================================================
<FN>
(1) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies. If any Debt
Securities are issued at original issue discount, then additional Debt
Securities may be issued so long as the aggregate initial offering price of
all such Debt Securities, together with the initial offering price of all
other Securities registered and offered hereunder, does not exceed the
amount registered hereunder. The amount set forth above represents the
maximum aggregate offering price to the public of the Securities offered
hereby.
(2) Such indeterminate amount of Debt Securities as may be issued from time to
time.
(3) Such indeterminate number of shares of Preferred Stock as may be issued
from time to time at indeterminate prices or issuable upon conversion of
Debt Securities or other Preferred Stock.
(4) To be evidenced by Depositary Receipts and representing an interest in all
or a specified portion of a share of Preferred Stock. In the event that
fractional interests in shares of the Preferred Stock registered hereunder
are offered, Depositary Receipts will be distributed to the persons
acquiring such fractional interests, and the shares of Preferred Stock will
be issued to the Depositary under the Deposit Agreement.
(5) Such indeterminate number of shares of Common Stock as may be issued from
time to time at indeterminate prices or issuable upon conversion of Debt
Securities or Preferred Stock.
(6) Includes rights to purchase Series A Junior Participating Preferred Stock.
Prior to the occurrence of certain events, the rights will not be
exercisable or evidenced separately from the Common Stock.
(7) The aggregate amount to be registered and the aggregate offering price per
unit have been omitted pursuant to Securities Act Release No. 6964. The
registration fee has been calculated on the basis of the maximum offering
price of all securities listed in accordance with Rule 457(o) under the
Securities Act of 1933.
(8) No separate consideration will be received for the Depositary Shares, or
the Preferred Stock, Depositary Shares or Common Stock issuable upon
conversion of or in exchange for Debt Securities or Preferred Stock.
(9) Under Rule 429 under the Securities Act of 1933, the Prospectus
constituting a part of this Registration Statement also relates to
$1,603,750,000 of unsold Securities registered by SBC under the Securities
Act of 1933 in Registration Statement No. 33-56909. Only an additional
$5,896,250,000 in Securities are being registered hereunder. The
registration fee has been calculated based on the additional Securities
registered.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 12, 2000.
PROSPECTUS
U.S. $7,500,000,000
[LOGO] SBC COMMUNICATIONS INC.
----------------
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
----------------
By this prospectus, we may offer from time to time up to
U.S.$7,500,000,000 of debt securities, shares of preferred stock, depositary
shares representing fractions of shares of preferred stock, or shares of common
stock.
----------------
When we offer securities, we will provide you with a prospectus
supplement describing the terms of the specific issue of securities, including
the offering price of the securities. You should read this prospectus and the
accompanying prospectus supplement carefully before you invest.
Our common stock is listed on the New York Stock Exchange, the Chicago
Stock Exchange and the Pacific Stock Exchange under the symbol "SBC". Any common
stock offered will be listed, subject to notice of issuance, on these exchanges.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
The date of this Prospectus is , 2000.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
Page
Description of SBC Communications Inc..........................................1
Ratio of Earnings to Fixed Charges.............................................1
Use of Proceeds................................................................1
Summary Description of the Securities We May Issue.............................2
Description of Debt Securities We May Offer....................................2
Description of Preferred Stock................................................14
Description of Series A Preferred Stock.......................................15
Description of Depositary Shares..............................................16
Description of Common Stock...................................................20
Plan of Distribution..........................................................22
Legal Opinions................................................................23
Experts.......................................................................23
Documents Incorporated by Reference...........................................23
Where You Can Find More Information...........................................24
-i-
<PAGE>
DESCRIPTION OF SBC COMMUNICATIONS INC.
SBC Communications Inc. is a holding company incorporated under the
laws of the State of Delaware in 1983. Through our subsidiaries, we provide
wireline and wireless telecommunications services and equipment, directory
advertising, and electronic commerce services and software, among other products
and services. Our principal executive offices are located at 175 E. Houston
Street, San Antonio, Texas 78205-2233. Our telephone number is 210-821-4105. We
maintain an Internet site at the following location (which is not an active
link): http://www.sbc.com.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
of SBC for the periods indicated. At March 31, 2000, no preferred stock was
outstanding.
THREE MONTHS
ENDED MARCH 31 YEAR ENDED DECEMBER 31,
-------------- -----------------------
1999 2000 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ----
7.17 6.68 5.80 5.67 4.10 6.79 6.52
For the purpose of calculating this ratio, earnings consist of income
before income taxes, extraordinary loss, cumulative effect of changes in
accounting principles and fixed charges. Fixed charges include interest on
indebtedness and one-third of rental expense (the portion of rentals
representative of the interest factor).
USE OF PROCEEDS
Unless otherwise specified in the prospectus supplement, we will use
the proceeds from the sale of the securities for the following corporate
purposes:
o to provide funds to repay our long- and short-term debt, if any,
o to provide the funds we need to diversify our activities,
o to provide funds for our subsidiaries, and
o to provide funds for our general corporate purposes.
-1-
<PAGE>
SUMMARY DESCRIPTION OF THE SECURITIES WE MAY ISSUE
We may use this prospectus to offer up to U.S. $7,500,000,000 (or the
equivalent) of:
o Senior debt securities. These debt securities may be convertible or
exchangeable into preferred stock, depositary shares, common stock or
equity securities of a third party issuer. They will be unsecured and will
rank equally with all of our other unsubordinated and unsecured debt.
o Preferred stock, par value $1.00 per share. The preferred stock may be
convertible or exchangeable into other preferred stock, including
depositary shares, common stock or equity securities of a third party
issuer. We can offer different series of preferred stock with different
dividend, liquidation, redemption and voting rights.
o Depositary shares. We have the option of issuing depositary shares that
would represent a fraction of a share of preferred stock.
o Common stock, par value $1.00 per share.
In the case of securities that are exchangeable for securities of a
third party issuer, the applicable prospectus supplement will give you more
information about this issuer, the terms of its securities and the document in
which they are described. Our securities include securities denominated in U.S.
dollars, but we can choose to issue securities in any other currency, including
the Euro.
A prospectus supplement will describe the specific types, amounts,
prices and detailed terms of any of these securities.
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
As required by U.S. federal law for all bonds and notes of companies
that are publicly offered, our debt securities will be governed by a document
called the indenture. The indenture is a contract between us and The Bank of New
York, which acts as trustee for you. The trustee has two main roles:
o First, the trustee can enforce your rights against us if we default. There
are some limitations on the extent to which the trustee acts on your
behalf, described later under "--Remedies if an Event of Default Occurs".
o Second, the trustee performs administrative duties for us, such as
sending you interest payments, transferring your securities to new buyers
and sending you notices.
We may issue as many distinct series of securities under the indenture
as we wish. This section summarizes terms of the securities that are common to
all series. Most of the financial terms and other specific terms of your series
are described in the prospectus supplement attached to the front of this
prospectus. Those terms may vary from the terms described here. The prospectus
supplement may also describe special federal income tax consequences of the debt
securities.
THIS SECTION IS ONLY A SUMMARY
This section and your prospectus supplement summarize all the material
terms of the indenture and your debt securities. They do not, however, describe
every aspect of the indenture and your debt securities.
The indenture and its associated documents, including your debt
securities, contain the full text of the matters described in this section and
your prospectus supplement. The indenture and the debt securities are governed
by New York law. A copy of the indenture has been filed with the SEC as part of
our registration statement. See "--Where You Can Find More Information" below
for information on how to obtain a copy. Section references in the description
that follows relate to the indenture.
-2-
<PAGE>
LEGAL OWNERSHIP OF DEBT SECURITIES
We can issue debt securities in registered or bearer form or both, or
in the form of one or more global securities. We refer to those who have debt
securities registered in their own names on the books that we or the trustee
maintain for this purpose, or who hold bearer certificates representing bearer
debt securities, as the "holders" of those debt securities. These persons are
the legal holders of the debt securities. We refer to those who, indirectly
through others, own beneficial interests in debt securities that are not
registered in their own names, as "indirect holders" of those debt securities.
As we discuss below, indirect holders are not legal holders, and investors in
debt securities issued in book-entry form or in street name will be indirect
holders.
BOOK-ENTRY HOLDERS
We may issue debt securities in book-entry form only, as we will
specify in the applicable prospectus supplement. This means debt securities may
be represented by one or more global securities registered in the name of a
financial institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary's book-entry system. These
participating institutions, in turn, hold beneficial interests in the debt
securities on behalf of themselves or their customers.
For registered debt securities, only the person in whose name a debt
security is registered is recognized under the indenture as the holder of that
debt security. Debt securities issued in global form will be issued in the form
of a global security registered in the name of the depositary or its
participants. Consequently, for debt securities issued in global form, we will
recognize only the depositary as the holder of the debt securities and we will
make all payments on the debt securities to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass
the payments along to their customers who are the beneficial owners. The
depositary and its participants do so under agreements they have made with one
another or with their customers; they are not obligated to do so under the terms
of the debt securities.
As a result, investors in a book-entry security will not own debt
securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that
participates in the depositary's book-entry system or holds an interest through
a participant. As long as the debt securities are issued in global form,
investors will be indirect holders, and not holders, of the debt securities.
STREET NAME HOLDERS
In the future we may terminate a global security or issue debt
securities initially in non-global form. In these cases, investors may choose to
hold their debt securities in their own names or in "street name". Debt
securities held by an investor in street name would be registered in the name of
a bank, broker or other financial institution that the investor chooses, and the
investor would hold only a beneficial interest in those debt securities through
an account he or she maintains at that institution.
For debt securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
debt securities are registered as the holders of those debt securities and we
will make all payments on those debt securities to them. These institutions pass
along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold debt securities
in street name will be indirect holders, not holders, of those debt securities.
LEGAL HOLDERS
Our obligations, as well as the obligations of the trustee and those of
any third parties employed by us or the trustee, run only to the legal holders
of the debt securities. We do not have obligations to investors who hold
beneficial interests in global securities, in street name or by any other
indirect means. This will be the case whether an investor chooses to be an
indirect holder of a debt security or has no choice because
-3-
<PAGE>
we are issuing the debt securities only in global form.
For example, once we make a payment or give a notice to the holder, we
have no further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose - e.g., to amend the
applicable indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of the applicable indenture -
we would seek approval only from the holders, and not the indirect holders, of
the debt securities. Whether and how the holders contact the indirect holders is
up to the holders.
When we refer to you, we mean those who invest in the debt securities
being offered by this prospectus, whether they are the holders or only indirect
holders of those debt securities. When we refer to your debt securities, we mean
the debt securities in which you hold a direct or indirect interest.
SPECIAL CONSIDERATIONS FOR HOLDERS OF BEARER DEBT SECURITIES
We will offer debt securities in bearer form only outside of the United
States to non-U.S. persons. You generally are a non-U.S. person if you are not:
o a citizen or resident of the United States;
o a corporation or partnership, including an entity treated as a corporation
or partnership for United States federal income tax purposes, created or
organized in or under the laws of the United States, any state of the
United States or the District of Columbia;
o an estate the income of which is subject to United States federal income
taxation regardless of its source; or
o a trust if a court within the United States is able to exercise primary
supervision of the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of
the trust.
In addition, we may offer bearer securities to offices of some U.S.
financial institutions who have offices located outside the United States. We
will describe any special restrictions on the offer, sale and delivery of bearer
debt securities and any special federal income tax considerations applicable to
bearer debt securities in the prospectus supplement.
SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS
If you hold debt securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:
o how it handles securities payments and notices;
o whether it imposes fees or charges;
o how it would handle a request for the holders' consent, if ever required;
o whether and how you can instruct it to send you debt securities registered
in your own name so you can be a holder, if that is permitted in the
future;
o how it would exercise rights under the debt securities if there were a
default or other event triggering the need for holders to act to protect
their interests; and
o if the debt securities are in book-entry form, how the depositary's rules
and procedures will affect these matters.
WHAT IS A GLOBAL SECURITY?
A global security is a security held by a depositary which represents
one or any other number of individual debt securities. Generally, all debt
securities represented by the same global securities will have the same terms.
Each debt security issued in book-entry form will be represented by a
global security that we deposit with and register in the name of a financial
institution or its nominee that we select.
-4-
<PAGE>
The financial institution that we select for this purpose is called the
depositary. Unless we specify otherwise in the applicable prospectus supplement,
The Depository Trust Company, New York, New York, known as DTC, will be the
depositary for all debt securities issued in book-entry form.
A global security may not be transferred to or registered in the name
of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below
under "--Special Situations When a Global Security Will Be Terminated". As a
result of these arrangements, the depositary, or its nominee, will be the sole
registered owner and holder of all debt securities represented by a global
security, and investors will be permitted to own only beneficial interests in a
global security. Beneficial interests must be held by means of an account with a
broker, bank or other financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor whose
security is represented by a global security will not be a holder of the debt
security, but only an indirect holder of a beneficial interest in the global
security.
If the prospectus supplement for a particular debt security indicates
that the debt security will be issued in global form only, then the debt
security will be represented by a global security at all times unless and until
the global security is terminated. We describe the situations in which this can
occur below under "--Special Situations When a Global Security Will Be
Terminated". If termination occurs, we may issue the debt securities through
another book-entry clearing system or decide that the debt securities may no
longer be held through any book-entry clearing system.
SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES
As an indirect holder, an investor's rights relating to a global
security will be governed by the account rules of the investor's financial
institution and of the depositary, as well as general laws relating to
securities transfers. We do not recognize this type of investor as a holder of
debt securities and instead deal only with the depositary that holds the global
security.
If debt securities are issued only in the form of a global security, an
investor should be aware of the following:
o An investor cannot cause the debt securities to be registered in his or her
name, and cannot obtain non-global certificates for his or her interest in
the debt securities, except in the special situations we describe below;
o An investor will be an indirect holder and must look to his or her own bank
or broker for payments on the debt securities and protection of his or her
legal rights relating to the debt securities, as we describe under "--Legal
Ownership of Debt Securities" above;
o An investor may not be able to sell interests in the debt securities to
some insurance companies and to other institutions that are required by law
to own their securities in non-book-entry form;
o An investor may not be able to pledge his or her interest in a global
security in circumstances where certificates representing the debt
securities must be delivered to the lender or other beneficiary of the
pledge in order for the pledge to be effective;
o The depositary's policies, which may change from time to time, will govern
payments, transfers, exchanges and other matters relating to an investor's
interest in a global security. We and the trustee have no responsibility
for any aspect of the depositary's actions or for its records of ownership
interests in a global security. We and the trustee also do not supervise
the depositary in any way;
o The depositary may (and we understand that DTC will) require that those who
purchase and sell interests in a global security within its book-entry
system use immediately available funds and your broker or bank may require
you to do so as well; and
o Financial institutions that participate in the depositary's book-entry
system, and through which an investor holds its interest in a global
-5-
<PAGE>
security, may also have their own policies affecting payments, notices and
other matters relating to the debt securities. There may be more than one
financial intermediary in the chain of ownership for an investor. We do not
monitor and are not responsible for the actions of any of those
intermediaries.
SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED
In a few special situations described below, the global security will
terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold
securities directly or in street name will be up to the investor. Investors must
consult their own bank or brokers to find out how to have their interests in
securities transferred to their own name, so that they will be direct holders.
We have described the rights of holders and street name investors above under
"--Legal Ownership of Debt Securities."
The global security will terminate when the following special
situations occur:
o if the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security and we do not
appoint another institution to act as depositary within 90 days;
o if we notify the trustee that we wish to terminate that global security; or
o if an event of default has occurred with regard to debt securities
represented by that global security and has not been cured or waived. We
discuss defaults later under "--Default and Related Matters".
The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, the depositary - and not we or the trustee - is responsible for
deciding the names of the institutions that will be the initial direct holders.
(Sections 2.08(f) and (g))
IN THE REMAINDER OF THIS SECTION "YOU" MEANS DIRECT HOLDERS AND NOT
"STREET NAME" OR OTHER INDIRECT HOLDERS OF SECURITIES. INDIRECT HOLDERS SHOULD
READ THE PREVIOUS SUBSECTION ENTITLED "LEGAL OWNERSHIP OF DEBT SECURITIES".
OVERVIEW OF REMAINDER OF THIS SECTION
The remainder of this section summarizes:
o ADDITIONAL MECHANICS relevant to the securities under normal circumstances,
such as how you transfer ownership and where we make payments;
o Your rights under several SPECIAL SITUATIONS, such as if we merge with
another company, or if we want to change a term of the securities; and
o YOUR RIGHTS IF WE DEFAULT or experience other financial difficulties.
ADDITIONAL MECHANICS
FORM, EXCHANGE AND TRANSFER
The securities will be issued:
o in fully registered or in unregistered (bearer) form; and
o in denominations that are even multiples of $1,000. (Section 2.02(a)(8))
You may have your securities broken into more securities of smaller
denominations or combined into fewer securities of larger denominations, as long
as the total principal amount is not changed. This is called an "exchange".
(Section 2.08(a))
If you are holding bearer securities and it is permitted by the terms
of your series of debt securities, you may exchange bearer debt securities for
an equal amount of registered or bearer debt securities of the same series and
date of maturity. No bearer debt securities will be exchanged for registered
securities if in doing so we would suffer adverse consequences under any U.S.
law applicable to the exchange. Registered debt securities may not be exchanged
for bearer debt securities.
-6-
<PAGE>
You may exchange or transfer your securities at the office of the
registrar. The registrar acts as our agent for registering securities in the
names of holders and for transferring and exchanging securities, as well as
maintaining the list of registered holders. We have appointed The Bank of New
York to perform the role of registrar. We may change this appointment to another
entity or perform it ourselves. In order to exchange bearer securities, you have
to deliver them to the paying agent, together with all unmatured coupons for
interest and all matured coupons in default. (Section 2.08(b))
We can designate additional registrars or paying agents, acceptable to
the trustee, and they would be named in the prospectus supplement. We may cancel
the designation of any particular registrar or paying agent. We may also approve
a change in the office through which any registrar or paying agent acts. We must
maintain a registrar and paying agent office in the Borough of Manhattan in New
York City. If at any time we do not maintain a registrar or paying agent, the
trustee will act as such.(Section 2.04)
There is no charge for exchanges and transfers. You will not be
required to pay a service charge to transfer or exchange securities, but you may
be required to pay for any tax or other governmental charge associated with the
exchange or transfer. The transfer or exchange will only be made if the
registrar is satisfied with your proof of ownership. (Section 2.08)
At certain times, you may not be able to transfer or exchange your
securities. If we redeem any series of securities, or any part of any series,
then we may prevent you from transferring or exchanging these securities. We may
do this during the period beginning 15 days before the day we mail the notice of
redemption and ending on the day of that mailing, in order to freeze the list of
holders so we can prepare the mailing. We may also refuse to register transfers
or exchanges of securities selected for redemption, except that we will continue
to permit transfers and exchanges of the unredeemed portion of any security
being partially redeemed. (Section 2.08(d))
REPLACING YOUR LOST OR DESTROYED CERTIFICATES
If you bring a mutilated certificate or coupon to the trustee, we will
issue a new certificate or coupon to you in exchange for the mutilated one.
Please note that the trustee may have additional requirements that you must meet
in order to do this. (Section 2.09)
If you claim that a certificate or coupon has been lost, completely
destroyed, or wrongfully taken from you, then the trustee will give you a
replacement certificate or coupon if you meet the trustee's requirements. Also,
we may require you to provide reasonable security or indemnity to protect us
from any loss we may incur from replacing your certificates or coupons. We may
also charge you for our expenses in replacing your security. (Section 2.09)
PAYMENT AND PAYING AGENTS
We will pay interest to you if you are a direct holder listed in the
registrar's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the security on the
interest due date. That particular day, usually about two weeks in advance of
the interest due date, is called the "record date" and is stated in the
prospectus supplement. (Section 2.05) Holders buying and selling securities must
work out between them how to compensate for the fact that we will pay all the
interest for an interest period to the one who is the registered holder on the
record date. The most common manner is to adjust the sales price of the
securities to pro rate interest fairly between buyer and seller. This pro rated
interest amount is called "accrued interest."
We will pay interest, principal and any other money due on the
securities at the corporate trust office of the trustee in New York City. That
office is currently located at The Bank of New York, 101 Barclay Street, Floor
21 West, New York, New York 10286. You must make arrangements to have your
payments picked up at or wired from that office. We may also choose to pay
interest by mailing checks. (Section 2.05)
-7-
<PAGE>
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
We may also arrange for additional payment offices, and may cancel or
change these offices, including our use of the trustee's corporate trust office.
These offices are called "paying agents". We may also choose to act as our own
paying agent. We must notify you if we change the paying agents for any
particular series of securities. (Section 2.04)
PAYMENT OF BEARER SECURITIES
We will only pay interest on bearer debt securities when you present
and surrender the coupons for the interest installments evidenced by the bearer
securities as they mature. You have to present your coupons at a paying agency
of SBC located outside of the United States. We will maintain a non-U.S. paying
agent for two years after the principal of a series of bearer debt securities
has become due. We will continue to maintain the paying agent after that period,
if it is necessary to comply with U.S. tax law or regulations. We will provide
the paying agent with the necessary funds for payment upon reasonable notice. We
generally will not make any payments in the United States. However, if payment
outside of the United States is illegal or precluded by exchange controls or
similar restrictions in a foreign country, we may instruct the trustee to make
payments at a paying agent located in the United States. (Section 2.05(c))
You can prove your ownership of a bearer security by presenting the
actual security, or a certificate or affidavit executed by the person holding
the bearer security or executed by a depositary with whom the bearer securities
were deposited, if the trustee is satisfied with the certificate or affidavit.
(Section 2.07(b))
NOTICES
We and the trustee will send notices regarding the securities only to
direct holders, using their addresses as listed in the trustee's records.
(Section 10.02)
Regardless of who acts as paying agent, all money we forward to a
paying agent that remains unclaimed will, at our request, be repaid to us at the
end of two years after the amount was due to the direct holder. After that
two-year period, you may look only to us for payment and not to the trustee, any
other paying agent or anyone else. (Section 8.03)
SPECIAL SITUATIONS
MERGERS AND SIMILAR TRANSACTIONS
We are generally permitted to consolidate or merge with another
company. We are also permitted to sell substantially all of our assets to
another company, or to buy substantially all of the assets of another company.
However, we may not take any of these actions unless all the following
conditions are met:
o Where we merge out of existence or sell our assets, the other company may
not be organized under the laws of a foreign country. It must be a
corporation organized under the laws of a State or the District of Columbia
or under federal law.
o The company we merge into or sell to must agree to be legally responsible
for our debt securities.
o The merger, sale of assets or other transaction must not cause a default on
the securities, and we must not already be in default, unless the merger or
other transaction would cure the default. For purposes of this no-default
test, a default would include an event of default that has occurred and not
been cured, as described below under "--Events of Default--What Is an Event
of Default?". A default for this purpose would also include any event that
would be an event of default if the requirements for giving us default
notice or our default having to exist for a specific period of time were
disregarded. (Section 5.01)
MODIFICATION AND WAIVER OF YOUR CONTRACTUAL RIGHTS
Under certain circumstances, we can make changes to the indenture and
the securities. Some types of changes require the approval of each
-8-
<PAGE>
security holder affected, some require approval by a majority vote, and some
changes do not require any approval at all. (Sections 9.01 - 9.06)
Changes Requiring Your Approval. First, there are changes that cannot
be made to your securities without your specific approval. Following is a list
of those types of changes:
o reduce the percentage of holders of securities who must consent to a waiver
or amendment of the indenture;
o reduce the rate of interest on any security or change the time for payment
of interest;
o reduce the principal due on any security or change the fixed maturity of
any security;
o waive a default in the payment of principal or interest on any security;
o change the currency of payment on a security;
o in the case of convertible or exchangeable securities, make changes to your
conversion or exchange rights that would be adverse to your interests;
o change the right of holders to waive an existing default by majority vote;
o reduce the amount of principal or interest payable to you following a
default or change your conversion or exchange rights, or impair your right
to sue for payment; and
o make any change to this list of changes that require your specific
approval. (Section 9.02(a))
Changes Requiring a Majority Vote. The second type of change to the
indenture and the securities is the kind that requires a vote in favor by
security holders owning a majority of the principal amount of the particular
series affected. Most changes fall into this category, except for clarifying
changes and certain other changes that would not adversely affect holders of the
securities. The same vote would be required for us to obtain a waiver of a past
default. However, we cannot obtain a waiver of a payment default or any other
aspect of the indenture or the securities listed in the first category described
previously under "Changes Requiring Your Approval" unless we obtain your
individual consent to the waiver. (Section 9.02(a))
Changes Not Requiring Your Approval. The third type of change does not
require any vote by holders of securities. This type is limited to
clarifications of ambiguous contract terms and other changes that would not
adversely affect holders of the securities. (Section 9.01)
Further Details Concerning Voting. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a security:
o For original issue discount securities, we will use the principal amount
that would be due and payable on the voting date if the maturity of the
securities were accelerated to that date because of a default.
o For securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent determined on the date of
original issuance of these securities.
Securities will not be considered outstanding, and therefore not
eligible to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. A security does not cease to be outstanding because
we or an affiliate of us is holding the security. (Section 2.10)
We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding securities that are entitled
to vote or take other action under the indenture. However, the indenture does
not oblige us to fix any record date at all. If we set a record date for a vote
or other action to be taken by holders of a particular series, that vote or
action may be taken only by persons who are holders of outstanding securities of
that series on the record date and must be taken within 90 days following the
record date. (Section 9.02(b))
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR
-9-
<PAGE>
INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE
INDENTURE OR THE SECURITIES OR REQUEST A WAIVER.
DISCHARGE OF OUR OBLIGATIONS
We can fully discharge ourselves from any payment or other obligations
on the securities of any series if we make a deposit for you with the trustee.
The deposit must be held in trust for your benefit and the benefit of all other
direct holders of the securities and must be a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate enough
cash to make interest, principal and any other payments on the securities on
their various due dates.
However, we cannot discharge ourselves from the obligations under any
convertible or exchangeable securities, unless we provide for it in the terms of
these securities and the prospectus supplement.
If we accomplish full discharge, as described above, you will have to
rely solely on the trust deposit for repayment of the securities. You could not
look to us for repayment in the unlikely event of any shortfall. Conversely, the
trust deposit would most likely be protected from claims of our lenders and
other creditors if we ever become bankrupt or insolvent.
We will indemnify the trustee and you against any tax, fee or other
charge imposed on the U.S. government obligations we deposited with the trustee
or against the principal and interest received on these obligations. (Sections
8.01 - 8.04)
REDEMPTION
WE MAY CHOOSE TO REDEEM YOUR SECURITIES
We may be able to pay off your securities before their normal maturity.
If we have this right with respect to your specific securities, the right will
be mentioned in the prospectus supplement. It will also specify when we can
exercise this right and how much we will have to pay in order to redeem your
securities.
If we choose to redeem your securities, we will mail written notice to
you not less than 30 days prior to redemption, and not more than 60 days prior
to redemption. Also, you may be prevented from exchanging or transferring your
securities when they are subject to redemption, as described under "--Form,
Exchange and Transfer" above. (Article 3)
LIENS ON ASSETS
The indenture does not restrict us from pledging or otherwise
encumbering any of our assets and those of our subsidiaries.
DEFAULT AND RELATED MATTERS
RANKING COMPARED TO OTHER CREDITORS
The securities are not secured by any of our property or assets.
Accordingly, your ownership of securities means you are one of our unsecured
creditors. The securities are not subordinated to any of our other debt
obligations and therefore they rank equally with all our other unsecured and
unsubordinated indebtedness. However, the trustee has a right to receive payment
for its administrative services prior to any payment to security holders after a
default.
EVENTS OF DEFAULT
You will have special rights if an event of default occurs and is not
cured, as described later in this subsection.
What Is an Event of Default? The term "event of default" with respect
to any series of securities means any of the following:
o We fail to make any interest payment on a security when it is due, and we
do not cure this default within 90 days.
o We fail to make any payment of principal when it is due at the maturity of
any security or upon redemption.
o We fail to comply with any of our other agreements regarding a particular
series of securities or with a supplemental indenture,
-10-
<PAGE>
and after we have been notified of the default by the trustee or holders of
25% in principal amount of the series, we do not cure the default within 90
days.
o We file for bankruptcy, or other events in bankruptcy, insolvency or
reorganization occur.
o Any other event of default described in the prospectus supplement occurs.
REMEDIES IF AN EVENT OF DEFAULT OCCURS
You will have the following remedies if an event of default occurs:
Acceleration. If an event of default has occurred and has not been
cured or waived, then the trustee or the holders of 25% in principal amount of
the securities of the affected series may declare the entire principal amount of
and any accrued interest on all the securities of that series to be due and
immediately payable. An acceleration of maturity may be cancelled by the holders
of at least a majority in principal amount of the securities of the affected
series, if all events of default have been cured or waived. (Section 6.02)
Special Duties of Trustee. If an event of default occurs, the trustee
will have some special duties. In that situation, the trustee will be obligated
to use those of its rights and powers under the indenture, and to use the same
degree of care and skill in doing so, that a prudent person would use in that
situation in conducting his or her own affairs. (Section 7.01)
Majority Holders May Direct the Trustee to Take Actions to Protect
Their Interests. The trustee is not required to take any action under the
indenture at the request of any holders unless the holders offer the trustee
reasonable protection from expenses and liability. This is called an
"indemnity". If the trustee is provided with an indemnity reasonably
satisfactory to it, the holders of a majority in principal amount of the
relevant series of debt securities may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any remedy available
to the trustee. These majority holders may also direct the trustee in performing
any other action under the indenture. (Section 6.05)
Individual Actions You May Take if the Trustee Fails to Act. Before you
bypass the trustee and bring your own lawsuit or other formal legal action or
take other steps to enforce your rights or protect your interests relating to
the securities, the following must occur:
o You must give the trustee written notice that an event of default has
occurred and remains uncured.
o The holders of 25% in principal amount of all outstanding securities of the
relevant series must make a written request that the trustee take action
because of the default, and must offer reasonable indemnity to the trustee
against the cost and other liabilities of taking that action.
o The trustee must not have taken action for 60 days after receipt of the
above notice and offer of indemnity.
o During the 60-day period, the holders of a majority in principal amount of
the securities of that series do not give the trustee a direction
inconsistent with the request. (Section 6.06)
However, you are entitled at any time to bring an individual lawsuit
for the payment of the money due on your security on or after its due date.
(Section 6.07)
WAIVER OF DEFAULT
The holders of a majority in principal amount of the relevant series of
debt securities may waive a default for all the relevant series of debt
securities. If this happens, the default will be treated as if it has not
occurred. No one can waive a payment default on your debt security, however,
without your individual approval. (Section 6.04)
WE WILL GIVE THE TRUSTEE INFORMATION ABOUT DEFAULTS ANNUALLY
Every year we will give to the trustee a written statement of one of
our officers certifying that to the best of his or her knowledge we are in
-11-
<PAGE>
compliance with the indenture and the debt securities, or else specifying any
default. (Section 4.03)
The trustee may withhold from you notice of any uncured default, except
for payment defaults, if it determines that withholding notice is in your
interest. (Section 7.05)
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST
OF THE TRUSTEE AND HOW TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
ORIGINAL ISSUE DISCOUNT SECURITIES
The debt securities may be issued as original issue discount
securities, which will be offered and sold at a substantial discount from their
principal amount. Only a discounted amount will be due and payable when the
trustee declares the acceleration of the maturity of these debt securities after
an event of default has occurred and continues, as described under "--Remedies
if an Event of Default Occurs" above.
CONVERSION OF CONVERTIBLE DEBT SECURITIES
Your debt securities may be convertible into our preferred stock,
including depositary shares representing preferred stock, or common stock, or
they may be exchangeable for equity securities of another issuer if the
prospectus supplement so provides. If your debt securities are convertible or
exchangeable, the prospectus supplement will include provisions as to whether
conversion or exchange is mandatory, at your option or at our option. The
prospectus supplement would also include provisions regarding the adjustment of
the number of shares of common stock or other securities you will receive upon
conversion or exchange. In addition, the prospectus supplement will contain the
conversion price or exchange price and mechanisms for adjusting this price. In
the case of exchangeable debt securities, the prospectus supplement will set
forth information about the issuer for whose securities you would exchange your
debt, or where that information can be found.
WE MAY NOT ADJUST THE EXCHANGE OR CONVERSION PRICE
Unless it is specified in the prospectus supplement, we will not adjust
the exchange or conversion price of your debt securities for interest on your
securities or for any dividends payable on the new securities you will receive.
However, if you convert or exchange your securities between a regular record
date for the payment of interest and the next following interest payment date,
you must include funds equal to the interest that would be payable on your
securities on this following interest payment date. We are not required to issue
fractional shares of preferred stock, depositary shares or common stock, but,
unless we otherwise specify in the prospectus supplement, we will pay you a cash
adjustment calculated on the basis of the following:
o for debt securities convertible into preferred stock or depositary shares,
the liquidation preference of the series of preferred stock;
o for common stock, the market value of the common stock; and
o for exchangeable debt securities, the market value of the securities that
you will exchange your securities for.
TAX CONSEQUENCES
You may be deemed to have received a distribution that would be taxed
as a dividend under U.S. federal income tax law in a number of circumstances
where you receive a distribution that results in an adjustment of the conversion
or exchange price of your securities. In other circumstances, if your conversion
or exchange price will not be adjusted, that may result in a taxable dividend on
the common stock or preferred stock that you will receive upon conversion or on
the securities that were exchanged for debt securities.
-12-
<PAGE>
REGARDING THE TRUSTEE
We maintain banking relationships in the ordinary course of business
with the trustee. The trustee is also the trustee under indentures with others
of our subsidiaries.
-13-
<PAGE>
DESCRIPTION OF PREFERRED STOCK
The following briefly summarizes the material terms of our preferred
stock other than pricing and related terms disclosed in the accompanying
prospectus supplement. You should read the particular terms of any series of
preferred stock we offer, which will be described in more detail in the
prospectus supplement relating to that series. The prospectus supplement will
also state whether any of the terms summarized below do not apply to the series
of preferred stock being offered. In addition, for each series of preferred
stock, we will file a certificate of designations containing the specific terms
of the series as an exhibit to the registration statement or we will incorporate
it by reference before we issue any preferred stock.
GENERAL
We are authorized to issue up to 10,000,000 shares of preferred stock,
par value $1.00 per share. Under our restated certificate of incorporation, our
board of directors is authorized to issue shares of preferred stock in one or
more series. To establish a series of preferred stock the board must set the
following terms:
o the number of shares to be included in the series;
o the designation, powers, preferences and rights of the shares of the
series;
o the qualifications, limitations or restrictions of the series; and
o the variations as between each series.
Before we issue any series of preferred stock, our board of directors
will adopt resolutions creating and designating the series as a series of
preferred stock. Stockholders will not need to approve these resolutions.
As of May 1, 2000, no shares of preferred stock were outstanding, but
we have designated 8,000,000 shares of preferred stock as Series A Junior
Participating Preferred Stock issuable pursuant to a rights agreement, which is
described below under "Description of Series A Preferred Stock". However, the
rights exercisable under this plan expired on January 27, 1999, and we have not
adopted a new rights plan.
TERMS CONTAINED IN PROSPECTUS SUPPLEMENT
A prospectus supplement will contain the dividend, liquidation,
redemption and voting rights of a series of preferred stock. The prospectus
supplement will describe the following terms of a series of preferred stock:
o the designation and stated value per share of the preferred stock and the
number of shares offered;
o the amount of liquidation preference per share;
o the initial public offering price at which we will issue the preferred
stock;
o the dividend rate or method of calculation, the payment dates for dividends
and the dates from which dividends will start to cumulate;
o any redemption or sinking fund provisions;
o any conversion or exchange rights;
o whether we have elected to offer depositary shares, as described below
under "Description of Depositary Shares"; and
o any additional voting, dividend, liquidation, redemption, sinking fund and
other rights or restrictions.
NO PREEMPTIVE RIGHTS
The holders of preferred stock will have no preemptive rights to buy
any additional shares. The preferred stock will be, when issued, fully paid and
nonassessable. Neither the par value nor the liquidation preference can show you
the price at which the preferred stock will actually trade on or after the date
of issuance. The applicable prospectus supplement will describe some of the U.S.
federal income tax consequences of the purchase and ownership of the series of
preferred stock.
-14-
<PAGE>
DESCRIPTION OF SERIES A PREFERRED STOCK
The information set forth below summarizes some of the provisions of
our Series A Junior Participating Preferred Stock. This series was never issued,
but remains designated as a series, so we must describe it.
Upon issuance, each share of Series A Preferred Stock is entitled to
quarterly cash dividends. The Series A Preferred Stock is not redeemable. Each
share of Series A Preferred Stock has 200 votes on all matters submitted to a
vote of our stockholders, voting together as one class with the common stock.
The Series A Preferred Stock ranks junior to all other series of our preferred
stock as to the payment of dividends and the distribution of assets, unless the
terms of any such series provide otherwise. It is entitled to a liquidation
preference if we should liquidate, dissolve or wind-up and to a preference in
the payment of dividends over stock ranking junior as to dividends or upon
liquidation. Up to 8,000,000 shares of Series A Preferred Stock are authorized
for issuance.
-15-
<PAGE>
DESCRIPTION OF DEPOSITARY SHARES
We may offer depositary shares evidenced by depositary receipts. Each
depositary receipt represents a fraction of a share of the particular series of
preferred stock issued and deposited with a depositary. The fraction of a share
of preferred stock which each depositary share represents will be set forth in
the prospectus supplement relating to those depositary shares.
We will describe the transfer agent for each series of preferred stock
in the applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the material provisions of the deposit
agreement and of the depositary shares and depositary receipts, other than
pricing and related terms disclosed in the accompanying prospectus supplement.
You should read the particular terms of any depositary shares and any depositary
receipts that we offer. You should also read the deposit agreement relating to
the particular series of preferred stock and the more detailed description of
the deposit agreement in the prospectus supplement. The prospectus supplement
will also state whether any of the generalized provisions summarized below do
not apply to the depositary shares or depositary receipts being offered.
GENERAL
We will deposit the shares of any series of preferred stock represented
by depositary shares according to the provisions of a deposit agreement between
us and a bank or trust company which we will select as our preferred stock
depositary. The depositary must have its principal office in the United States
and have a combined capital and surplus of at least $50,000,000. Each owner of a
depositary share will be entitled to all the rights and preferences of the
underlying preferred stock in proportion to the applicable fraction of a share
of preferred stock represented by the depositary share. These rights include
dividend, voting, redemption, conversion and liquidation rights. The depositary
will send you all reports and communications which we will deliver to the
depositary and which we have to furnish to you.
The following is a summary of the deposit agreement. For more complete
information, you should read the entire agreement and the depositary receipt.
Directions on how to obtain copies of these are provided under "--Where You Can
Find More Information" below.
DEPOSITARY RECEIPTS
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
anyone who is buying the fractional shares of preferred stock in accordance with
the terms of the applicable prospectus supplement. We will either file the forms
of deposit agreement and depositary receipt as exhibits to the registration
statement of which this prospectus is a part, or we will incorporate them by
reference into the registration statement.
While definitive engraved depositary receipts (certificates) are being
prepared, we may instruct the depositary to issue temporary depositary receipts,
which will entitle you to all the rights of the definitive depositary receipts
and be substantially in the same form. The depositary will prepare definitive
depositary receipts without unreasonable delay, and we will pay for the exchange
of your temporary depositary receipts for definitive depositary receipts.
WITHDRAWAL OF PREFERRED STOCK
You may receive the number of whole shares of your series of preferred
stock and any money or other property represented by those depositary receipts
after surrendering the depositary receipts at the corporate trust office of the
depositary. Partial shares of preferred stock will not be issued. If the
depositary shares which you surrender exceed the number of depositary shares
that represent the number of whole shares of preferred stock you wish to
withdraw, then the depositary will deliver to you at the same time a
-16-
<PAGE>
new depositary receipt evidencing the excess number of depositary shares. Once
you have withdrawn your preferred stock, you will not be entitled to re-deposit
that preferred stock under the deposit agreement in order to receive depositary
shares. We do not expect that there will be any public trading market for
withdrawn shares of preferred stock.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary has agreed to pay to you the cash dividends or other
cash distributions it receives on preferred stock, after deducting its fees and
expenses. You will receive these distributions in proportion to the number of
depositary shares you own. The depositary will distribute only whole U.S.
dollars and cents. The depositary will add any fractional cents not distributed
to the next sum received for distribution to record holders of depositary
shares.
In the event of a non-cash distribution, the depositary will distribute
property to the record holders of depositary shares entitled to it, unless the
depositary determines that it is not feasible to make such a distribution, in
which case the depositary may, with our approval, sell the property and
distribute the net proceeds from the sale to the holders.
REDEMPTION OF DEPOSITARY SHARES
If we redeem a series of preferred stock represented by depositary
shares, then we will give the necessary proceeds to the depositary. The
depositary will then redeem the depositary shares using the funds they received
from us for the preferred shares. The depositary will notify the record holders
of the depositary shares to be redeemed not less than 30 nor more than 60 days
before the date fixed for redemption at the holders' addresses appearing in the
depositary's books. The redemption price per depositary share will be equal to
the applicable fraction of the redemption price payable per share for the
applicable series of the preferred stock. Whenever we redeem shares of preferred
stock held by the depositary, the depositary will redeem the depositary shares
representing the shares of preferred stock on the same day. If fewer than all
the depositary shares of a series are to be redeemed, the depositary shares will
be selected by lot or ratably as the depositary will decide.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be considered outstanding. Therefore, all your rights
as holders of the depositary shares will cease, except that you will still be
entitled to receive any cash payable upon the redemption and any money or other
property to which you were entitled at the time of redemption.
VOTING THE PREFERRED STOCK
How do you vote? The depositary will notify you of any upcoming vote
and arrange to deliver our voting materials to you, if you are a holder of
record at that time. The record date for determining if you are a holder of
depositary shares is the same as the record date for the preferred stock. The
materials you will receive will (1) describe the matters to be voted on and (2)
explain how you, on a certain date, may instruct the depositary to vote the
shares underlying your depositary receipts as you direct. For instructions to be
valid, the depositary must receive them on or before the date specified. The
depositary will try, as far as practical, to vote the shares as you instruct. We
agree to do anything the depositary asks us to do in order to enable it to vote
as you instruct. If you do not instruct the depositary how to vote your shares,
the depositary will abstain from voting those shares.
CONVERSION OR EXCHANGE
What happens when we convert preferred stock into other securities, or
exchange it for securities of another company? The depositary will convert or
exchange all your depositary shares on the same day that the preferred stock
underlying your depositary receipts is converted or exchanged. In order for the
depositary to do so, we will need to deposit the other preferred stock, common
stock or other securities into which the preferred stock is to be converted or
for which it will be exchanged.
-17-
<PAGE>
The exchange or conversion rate per depositary share will be equal to:
o the exchange or conversion rate per share of preferred stock, multiplied by
the fraction of a share of preferred stock represented by one depositary
share,
o plus all money and any other property represented by the depositary shares,
and
o including all amounts paid by us for dividends that have accrued on the
preferred stock on the exchange or conversion date and that have not yet
been paid.
The following are some more terms of conversions and exchanges that you
should keep in mind:
The depositary shares, as such, cannot be converted or exchanged into
other preferred stock, common stock, securities of another issuer or any other
securities or property of us. Nevertheless, if so specified in the applicable
prospectus supplement, you may be able to surrender the depositary receipts to
the depositary with written instructions asking the depositary to instruct us to
convert the preferred stock represented by the depositary shares into other
shares of preferred stock or common stock of us or to exchange the preferred
stock for securities of another issuer. If you have this right, we have agreed
that we will cause the conversion or exchange of the preferred stock using the
same procedures as we use for the delivery of preferred stock. If you are only
converting part of your depositary shares represented by a depositary receipt,
new depositary receipts will be issued for any depositary shares that you do not
convert or exchange.
TAXATION
As owner of depositary shares, you will be treated for U.S. federal
income tax purposes as if you were an owner of the series of preferred stock
represented by the depositary shares. Therefore, you will be required to take
into account for U.S. federal income tax purposes income and deductions to which
you would be entitled if you were a holder of the underlying series of preferred
stock. In addition,
o no gain or loss will be recognized for U.S. federal income tax purposes
upon the withdrawal of preferred stock in exchange for depositary shares as
provided in the deposit agreement,
o the tax basis of each share of preferred stock to you as exchanging owner
of depositary shares will, upon exchange, be the same as the aggregate tax
basis of the depositary shares exchanged for the preferred stock, and
o if you held the depositary shares as a capital asset at the time of the
exchange for preferred stock, the holding period for shares of the
preferred stock will include the period during which you owned the
depositary shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
How may the deposit agreement be amended? We may agree with the
depositary to amend the deposit agreement and the form of depositary receipt
without your consent at any time. However, if the amendment adds or increases
fees or charges or prejudices an important right of holders, it will only become
effective with the approval of holders of at least a majority of the affected
depositary shares then outstanding. If an amendment becomes effective, and you
continue to hold your depositary receipts, you are deemed to agree to the
amendment and to be bound by the amended deposit agreement.
How may the deposit agreement be terminated? The deposit agreement
automatically terminates if:
o all outstanding depositary shares have been redeemed;
o each share of preferred stock has been converted into or exchanged for
common stock; or
o a final distribution in respect of the preferred stock has been made to the
holders of depositary shares in connection with our liquidation,
dissolution or winding-up.
We may also terminate the deposit agreement at any time we wish. If we
do so, the depositary will give you notice of termination not
-18-
<PAGE>
less than 30 days before the termination date. Once you surrender your
depositary receipts to the depositary, it will send you the number of whole or
fractional shares of the series of preferred stock underlying your depositary
receipts.
CHARGES OF DEPOSITARY AND THE EXPENSES
We will pay all transfer and other taxes and governmental charges in
connection with the existence of the depositary arrangements. We will pay
charges of the depositary for the initial deposit of the preferred stock and any
redemption of the preferred stock. You will pay other transfer and other taxes
and governmental charges and the charges that are expressly provided in the
deposit agreement to be for your account.
LIMITATIONS ON OUR OBLIGATIONS AND LIABILITY TO HOLDERS OF DEPOSITARY RECEIPTS
The deposit agreement expressly limits our obligations and the
obligations of the depositary to you. It also limits our liability and the
liability of the depositary. We and the depositary:
o are only obligated to take the actions specifically set forth in the
deposit agreement in good faith;
o are not liable if either of us is prevented or delayed by law or
circumstances beyond our control from performing our obligations under the
deposit agreement;
o are not liable if either of us exercises discretion permitted under the
deposit agreement;
o have no obligation to become involved in a lawsuit or other proceeding
related to the depositary receipts or the deposit agreement on your behalf
or on behalf of any other party, unless you provide us with satisfactory
indemnity;
o may rely upon any written advice of counsel or accountants and on any
documents we believe in good faith to be genuine and to have been signed or
presented by the proper party.
In the deposit agreement, we and the depositary agree to indemnify each
other under certain circumstances.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by notifying us of its election
to do so. In addition, we may remove the depositary at any time. The resignation
or removal will take effect when we appoint a successor depositary and it
accepts the appointment. We must appoint the successor depositary within 60 days
after delivery of the notice of resignation or removal and the new depositary
must be a bank or trust company having its principal office in the United States
and having a combined capital and surplus of at least $50,000,000.
-19-
<PAGE>
DESCRIPTION OF COMMON STOCK
Our authorized share capital consists of 7,010,000,000 shares, of which
7,000,000,000 are common shares having a par value of $1 per share and
10,000,000 are preferred shares having a par value of $1 per share. As of April
28, 2000, 3,401,719,865 shares of common stock were outstanding. The common
stock is listed on the NYSE, the Chicago Stock Exchange and the Pacific Stock
Exchange under the symbol "SBC".
The following briefly summarizes the provisions of our restated
certificate of incorporation and our bylaws that are important for you. Both
documents are incorporated by reference as exhibits to the registration
statement and you can obtain them as described below in "Where you can find more
information".
You should note that some of the provisions of our restated certificate
of incorporation and the bylaws may tend to deter any potential unfriendly
tender offers or other efforts to obtain control of us. At the same time, these
provisions will tend to assure continuity of management and corporate policies
and to induce any persons seeking control or a business combination with us to
negotiate on terms acceptable to our then-elected board of directors.
GENERAL
All outstanding shares of common stock are, and any shares of common
stock offered will, when issued, be fully paid and nonassessable.
We typically do not issue physical stock certificates. Instead, we
record evidence of your stock ownership solely on our corporate records.
However, we will issue a physical stock certificate to you if you so request.
Holders of common stock do not have any conversion, redemption,
preemptive or cumulative voting rights. In the event of our dissolution,
liquidation or winding-up, common stockholders share ratably in any assets
remaining after all creditors are paid in full, including holders of our debt
securities and after the liquidation preference of holders of preferred stock
has been satisfied.
The transfer agent for the common stock is First Chicago Trust Company
of New York, P.O. Box 2508, Jersey City, New Jersey 07303-2508.
DIVIDENDS
Common stockholders are entitled to participate equally in dividends
when dividends are declared by our board of directors out of funds legally
available for dividends.
VOTING RIGHTS
Each holder of common stock is entitled to one vote for each share for
all matters voted on by common stockholders. Holders of common stock may not
cumulate their votes in the election of directors. Directors are elected by a
plurality of the votes cast, while all other matters are determined by a
majority of the votes cast, unless otherwise required by law or our restated
certificate of incorporation.
At least 40% of the shares entitled to vote at the meeting must be
present in person or by proxy, in order to constitute a quorum.
BOARD OF DIRECTORS
Our bylaws provide that our board of directors shall be divided into
three classes each consisting of an equal, or as nearly equal as possible,
number of directors. Each class will be elected for a three-year term, and the
term of each class will expire in succeeding years. It will, therefore, require
elections in three consecutive years to reelect or to replace our entire board
of directors. At any meeting of our board of directors, a majority of the total
number of the directors constitutes a quorum.
SUPERMAJORITY VOTE FOR BUSINESS COMBINATIONS
Our bylaws also provide that a number of business combinations must be
approved by an affirmative vote of the holders of 66% of the then-outstanding
shares of our capital stock entitled to vote generally in the election of
directors, voting together as a single class. A vote of approval is required for
any of the following business combinations to which an interested stockholder
-20-
<PAGE>
beneficially owning more than ten percent of the voting stock or any of its
affiliates is a party:
o mergers or consolidations;
o sales, leases, exchanges, mortgages or other dispositions of property in
excess of $10,000,000 fair market value;
o any issuance or transfer of securities of us or one of our subsidiaries
having a fair market value of $10,000,000 or more;
o any plan or proposal for liquidation or dissolution; and
o reclassifications of securities or recapitalization of SBC.
The 66% vote of approval is not required if :
o the business combination is approved by a majority of directors not
affiliated with any interested stockholder; or
o the consideration received for their interest in SBC reflects a fair value
for their interest in SBC, which is determined by a formula described in
the bylaws; and
o certain other requirements are met, including maintenance of dividends
during the business combination and the furnishing of information about the
business combination to our stockholders.
AMENDMENT OF BYLAWS
Our restated certificate of incorporation requires a two-thirds
affirmative vote of the stockholders to amend any bylaw, which provides for:
o the maximum number of directors on our board;
o a classified board with staggered terms of office; or
o approval by the stockholders or by our board of directors of any business
combination.
ACTION WITHOUT STOCKHOLDER MEETING
Our restated certificate of incorporation also requires that
stockholders representing at least two-thirds of the total number of shares must
sign a written consent for any action without a meeting of the stockholders.
-21-
<PAGE>
PLAN OF DISTRIBUTION
We may sell securities to purchasers, directly through agents, dealers,
or underwriters, or through a combination of any of those methods of sale.
The distribution of the securities may be made from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to these prevailing
market prices or at negotiated prices.
THROUGH AGENTS
We and the agents designated by us may solicit offers to purchase
securities. Agents that participate in the distribution of securities may be
deemed underwriters under the Securities Act of 1933. We will name any agent
that will participate in the distribution of the securities, and any commission
we will pay to it will be described in the prospectus supplement. Any agent will
be acting on a "best efforts" basis for the period of its appointment, unless we
indicate differently in the prospectus supplement.
TO DEALERS
The securities may be sold to a dealer as principal. The dealer may
then resell the securities to the public at varying prices determined by it at
the time of resale. The dealer may be deemed to be an underwriter under the
Securities Act of 1933.
TO UNDERWRITERS
The securities may also be sold to one or more underwriters and we will
then execute an underwriting agreement with them at the time of sale. The names
of the underwriters will be set forth in the prospectus supplement, which will
be used by the underwriters to resell the securities.
CONVERTIBLE, REDEEMABLE AND EXCHANGEABLE SECURITIES
If we choose to offer debt securities or preferred stock that is
convertible, redeemable or exchangeable into or for third-party securities, we
will identify in the applicable prospectus supplement:
o the third party,
o the third-party securities offered,
o all documents filed by the third party pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act since the end of the third party's last
completed fiscal year, to the extent the third party is subject to the
periodic reporting requirements of the Exchange Act, and
o the document containing the description of the third-party securities.
We may enter into indemnification agreements with underwriters,
dealers, agents and other persons participating in the distribution of
securities, who will then be entitled to indemnification by us against some
civil liabilities. The indemnification covers liabilities under the Securities
Act.
DELAYED DELIVERY ARRANGEMENTS
We may authorize underwriters, dealers or other persons acting as our
agents to solicit offers from a number of institutions to purchase securities
from us. We will indicate our intention to do this in the prospectus supplement.
The contracts for these purchases will provide for payment and delivery on a
future date or dates. These institutions include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others and must be approved by us. The obligations
of purchasers under these contracts will be unconditional, except that:
-22-
<PAGE>
o at the time of delivery, the purchase of the securities shall not be
prohibited under the laws of the jurisdiction of the purchaser, and
o if the securities are also being sold to underwriters, we have to sell the
securities not sold for delayed delivery to the underwriters.
The underwriters, dealers and other persons will not have any
responsibility for the validity or performance of these contracts.
LEGAL OPINIONS
Unless otherwise indicated in the prospectus supplement, the validity
of the securities offered by this prospectus will be passed upon for us by Mr.
James D. Ellis, Senior Executive Vice President and General Counsel of SBC, and
for any underwriters, dealers or agents by Sullivan & Cromwell, New York, New
York. As of May 10, 2000, Mr. Ellis owned less than 1% of the outstanding
shares of SBC. Sullivan & Cromwell from time to time performs legal services for
SBC.
EXPERTS
Our audited consolidated financial statements and financial statement
schedules included in our annual report on Form 10-K for the year ended December
31, 1999, which are incorporated by reference in this prospectus, have been
examined by Ernst & Young LLP, independent auditors. They have been so
incorporated in reliance on the report given on the authority of Ernst & Young
LLP as experts in auditing and accounting. In addition, we are incorporating by
reference the audited and consolidated financial statements and financial
statement schedules for the years 1997 and 1998 of Ameritech Corporation,
included in Ameritech's annual report on Form 10-K for the year ended December
31, 1998, which have been examined by Arthur Andersen LLP, independent public
accountants. They have been so incorporated in reliance on the report given on
the authority of Arthur Andersen LLP as experts in auditing and accounting.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information incorporated by reference is
considered part of this prospectus, and any information we file with the SEC
after the date of this prospectus will automatically update and supersede this
information. We incorporate by reference the following documents filed with the
SEC:
o Our annual report on Form 10-K for the year ended December 31, 1999.
o Our quarterly report on Form 10-Q for the quarter ended March 31, 2000.
o Our current reports on Form 8-K filed on January 13, 2000, January 25,
2000, January 28, 2000, February 22, 2000, April 10, 2000 and April 26,
2000.
o Any other reports we file with the SEC pursuant to Section 13(a) or 15(d)
of the Exchange Act after the date of effectiveness of the registration
statement and prior to its effectiveness.
-23-
<PAGE>
o We also incorporate by reference any documents that we filed with or
furnished to the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and before the termination
of the offering. If any statement in this prospectus conflicts with any
statement in a document which we have incorporated by reference, then you
should consider only the statement in the more recent document.
If you request them, we will provide you with a free copy of any of the
above documents, including exhibits specifically incorporated by reference in
those documents. You may make your request by calling us at (210) 351-3049, or
by writing to us at the following address:
SBC's Specialist-External Reporting
SBC Communications Inc.
175 E. Houston Street
San Antonio, Texas 78205-2233
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, we filed a registration
statement (No. [ ] ) relating to the securities offered by this prospectus with
the Securities and Exchange Commission. This prospectus is a part of that
registration statement, which includes additional information.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy this information at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You can also request copies of the documents, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. These SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov.
-24-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses that we will have to pay in
connection with the issuance and distribution of the Securities, other than
underwriting discounts and commissions. We will bear all of these expenses:
Filing Fee $1,556,610
Legal Fees and Expenses $150,000*
Fees and Expenses of Trustee $20,000*
Accountants' Fees and Expenses $65,000*
Blue Sky Fees and Expenses $25,000*
Miscellaneous Expenses $25,000*
----------
Total $1,841,610
==========
- -------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify its directors and officers against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties. The directors or officers must have acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, an action only by or in the right of the corporation, indemnification
may be made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
We have adopted provisions in our Bylaws which provide that we will
indemnify any person who was or is a party or is threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including any action or suit by us or in our right, by reason of
the fact that such person is or was our director, officer, employee or agent,
or, while such person is or was a director, officer or employee of us, is or was
serving at our request as a director, officer, employee, of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, but in each case only if and to the extent permitted under
applicable state or federal law.
II-1
<PAGE>
Our Bylaws further state that this indemnification shall not be deemed
exclusive of any other rights to which the indemnified person may be entitled,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs and personal
representatives of that person.
Our Restated Certificate of Incorporation provides that no director
shall be liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability
o for any breach of the director's duty of loyalty to us or our stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of the law;
o under Section 174 of the DGCL; or
o for any transaction from which a director derived an improper benefit.
We may also enter into indemnification agreements with underwriters
providing that underwriters have to indemnify and hold harmless our company,
each of our directors, each officer who signed the registration statement and
any person who controls us within the meaning of the Securities Act, from and
against certain civil liabilities, including liabilities under the Securities
Act.
ITEM 16. EXHIBITS.
The following exhibits are on file with the SEC, and are incorporated
into this prospectus by reference.
Exhibit Number
- --------------
1-a* Form of Underwriting Agreement for debt securities.
1-b Form of Underwriting Agreement for preferred stock and/or depositary shares
(to be filed by amendment or incorporation by reference herein prior to
the issuance of preferred stock and/or depositary shares).
1-c Form of Underwriting Agreement for common stock (to be filed by
amendment or incorporation by reference herein prior to the issuance of
common stock).
4-a* Indenture, dated as of November 1, 1994, between SBC Communications Inc.
(formerly Southwestern Bell Corporation) and The Bank of New York, as
Trustee. The form or forms of debt securities with respect to each
particular series of debt securities will be filed as an exhibit to a
Current Report on Form 8-K of SBC Communications Inc. and incorporated
herein by reference.
4-b Restated Certificate of Incorporation of SBC Communications Inc.
(incorporated by reference to Exhibit 3-a to Quarterly Report on Form 10-Q
of SBC Communications Inc. for the quarter ended March 31, 1998, File
1-8610).
4-c Bylaws, dated June 26, 1998 (incorporated by reference to Exhibit 3-c to
Annual Report on Form 10-K of SBC Communications Inc. for the year ended
December 31, 1998, File 1-8610).
4-d Form of Deposit Agreement, including form of depositary receipt for
depositary shares (to be filed by amendment or incorporation by reference
herein prior to the issuance of depositary shares).
II-2
<PAGE>
5 Opinion of Mr. James D. Ellis, Senior Executive Vice President and General
Counsel, SBC Communications Inc., as to the validity of the Securities to
be issued by SBC.
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to Quarterly Report on Form 10-Q of SBC
Communications Inc. for the quarter ended March 21, 2000, File 1-8610).
23-a Consent of Ernst & Young LLP, independent auditors.
23-b Consent of Arthur Andersen LLP, independent public accountants.
23-c Consent of Mr. James D. Ellis as contained in his opinion filed as Exhibit
5.
24-a Power of Attorney of SBC.
24-b Power of Attorney of SBC.
24-c Power of Attorney of SBC.
25-a Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Indenture.
- -------------------
* Incorporated by reference to the corresponding exhibits to the Registrant's
registration statement on Form S-3 (No. 33-56909).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
II-3
<PAGE>
(iii) 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 paragraphs (1)(i) and (ii) of this section do not apply
if the information is on Form S-3, Form S-8 or Form F-3, and the required
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by SBC
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) of 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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;
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, 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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 12th day of May
2000.
SBC Communications Inc.
By /s/ Donald E. Kiernan
-------------------------------
Donald E. Kiernan
Senior Executive Vice President,
Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on the 12th day
of May 2000, 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 Executive Vice President, Treasurer
and Chief Financial Officer
DIRECTORS:
XEdward E. Whitacre, Jr.* By /s/ Donald E. Kiernan
Clarence C. Barksdale* -------------------------------
James E. Barnes* Donald E. Kiernan, as attorney-in-fact
August A. Busch, III* and on his own behalf as Principal
XRoyce S. Caldwell Financial and Accounting Officer
William P. Clark*
Martin K. Eby, Jr.* May 12, 2000
Herman E. Gallegos*
Jess T. Hay*
James A. Henderson*
Bobby R. Inman*
Charles F. Knight*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
Laura D'Andrea Tyson*
Patricia P. Upton*
II-5
<PAGE>
INDEX TO EXHIBITS
The following exhibits are on file with the Securities and Exchange
Commission and are incorporated into this prospectus by reference. On April 28,
1995, SBC filed an amendment to its Restated Certificate of Incorporation with
the Secretary of State of the State of Delaware reflecting the change in its
name from Southwestern Bell Corporation to SBC Communications Inc. Except as
otherwise noted, references to "Southwestern Bell Corporation" in the documents
incorporated by reference are to the entity now known as "SBC Communications
Inc."
Exhibit Number
- --------------
1-a* Form of Underwriting Agreement for debt securities.
1-b Form of Underwriting Agreement for preferred stock and/or depositary shares
(to be filed by amendment or incorporated by reference herein prior to the
issuance of preferred stock and/or depositary shares).
1-c Form of Underwriting Agreement for common stock (to be filed by
amendment or incorporated by reference herein prior to the issuance of
common stock).
4-a* Indenture, dated as of November 1, 1994, between SBC Communications Inc.
(formerly Southwestern Bell Corporation) and The Bank of New York, as
Trustee. The form or forms of debt securities with respect to each
particular series of debt securities will be filed as an exhibit to a
Current Report on Form 8-K of SBC Communications Inc. and incorporated
herein by reference.
4-b Restated Certificate of Incorporation of SBC Communications Inc.
(incorporated by reference to Exhibit 3-a to Quarterly Report on Form 10-Q
of SBC Communications Inc. for the quarter ended March 31, 1998, File
1-8610).
4-c Bylaws, dated June 26, 1998 (incorporated by reference to Exhibit 3-c to
Annual Report on Form 10-K of SBC Communications Inc. for the year ended
December 31, 1998, File 1-8610).
4-d Form of Deposit Agreement, including form of depositary receipt for
depositary shares (to be filed by amendment or incorporated by reference
herein prior to the issuance of depositary shares).
5 Opinion of Mr. James D. Ellis, Senior Executive Vice President and General
Counsel, SBC Communications Inc., as to the validity of the Securities to
be issued by SBC.
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to Quarterly Report on Form 10-Q of SBC
Communications Inc. for the quarter ended March 21, 2000, File 1-8610).
23-a Consent of Ernst & Young LLP, independent auditors.
23-b Consent of Arthur Andersen LLP, independent public accountants.
23-c Consent of Mr. James D. Ellis as contained in his opinion filed as Exhibit
5.
24-a Power of Attorney of SBC.
24-b Power of Attorney of SBC.
24-c Power of Attorney of SBC
<PAGE>
25-a Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Indenture.
- ------------------------
* Incorporated by reference to the corresponding exhibits to the Registrant's
registration statement on Form S-3 (No. 33-56909).
EXHIBIT 5
[Letterhead of SBC Communications Inc.]
May 12, 2000
SBC Communications Inc.
175 E. Houston Street
San Antonio, TX 78205
Dear Sirs:
With reference to the registration statement on Form S-3 which SBC
Communications Inc. (the "Corporation") proposes to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
(i) debt securities of the Corporation ("Debt Securities") issuable in series
under an Indenture dated as of November 1, 1994, between the Corporation and The
Bank of New York, as Trustee, (ii) shares of preferred stock, par value $1 per
share, of the Corporation ("Preferred Stock"), (iii) depositary shares
representing fractional interests in Preferred Stock ("Depositary Shares"), and
(iv) shares of common stock, par value $1 per share, of the Corporation ("Common
Stock"), and having an aggregate maximum public offering price of
$7,500,000,000, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing and
in good standing under the laws of the State of Delaware.
2. Each series of the Debt Securities, when duly established by or pursuant
to a resolution of the Board of Directors of the Corporation or in a
supplemental indenture, in each case so as not to violate any applicable law or
any agreement or instrument to which SBC Communications Inc. is a party or by
which it is bound, and duly executed, authenticated and issued as provided in
the Indenture and delivered against payment, will constitute valid and legally
binding obligations of the Corporation entitled to the benefits of the
Indenture.
3. The shares of Preferred Stock, when both (A) the Board of Directors of
the Corporation has taken all necessary corporate action to approve the issuance
and terms of the shares of Preferred Stock, the terms of the offering thereof,
and related matters, in each case so as not to violate any applicable law or any
agreement or instrument to which the Corporation is a party or by which it is
bound, including the adoption of a Certificate of Designation relating to such
Preferred Stock (a "Certificate") and the filing of the Certificate with the
Secretary of State of the State of Delaware, and (B) certificates representing
the shares of Preferred Stock have been duly executed, countersigned, registered
and delivered either (i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board of Directors of the
Corporation and upon payment of the consideration therefor (not less than the
par value of the Preferred Stock) provided for therein or (ii) upon conversion
or exercise of any other Security, in accordance with the terms of such Security
or the instrument governing such Security providing for such conversion or
exercise as approved by the Board of Directors of the Corporation, for the
consideration approved by the Board of Directors of the Corporation (not less
than the par value of the Preferred Stock), will be validly issued, fully paid
and nonassessable.
<PAGE>
4. The Depositary Shares, when (A) the Board of Directors of the
Corporation has taken all necessary corporate action to approve the issuance and
terms of the Depositary Shares, the terms of the offering thereof, and related
matters, in each case so as not to violate any applicable law or any agreement
or instrument to which the Corporation is a party or by which it is bound, (B)
the Depositary Agreement or Agreements relating to the Depositary Shares and the
related Depositary Receipts have been duly authorized and validly executed and
delivered by the Corporation and the Depositary appointed by the Corporation,
(C) the shares of Preferred Stock underlying such Depositary Shares have been
duly and validly issued and are fully paid and nonassessable as contemplated in
paragraph (3) above and deposited with a bank or trust company (which meets the
requirements for the Depositary set forth in the Registration Statement) under
the applicable Depositary Agreements, and (D) the Depositary Receipts
representing the Depositary Shares have been duly executed, countersigned,
registered and delivered in accordance with the appropriate Depositary Agreement
and the applicable definitive purchase, underwriting or similar agreement
approved by the Board of Directors of the Corporation upon payment of the
consideration therefor provided for therein, will be validly issued.
5. The Common Stock, when (A) the Board of Directors of the Corporation has
taken all necessary corporate action to approve the issuance of and the terms of
the offering of the shares of Common Stock whether in certificated of
uncertificated form, and related matters, in each case so as not to violate any
applicable law or any agreement or instrument to which the Corporation is a
party of by which it is bound, and, if such Common Stock is in certificated
form, (B) certificates representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered either (i) in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board of Directors of the Corporation upon payment of the consideration
therefore (not less than the par value of the Common Stock) provided for therein
or (ii) upon conversion or exercise of any Security, in accordance with the
terms of such Security of the instrument governing such Security providing for
such conversion or exercise as approved by the Board of Directors of the
Corporation, for the consideration approved by the Board of Directors of the
Corporation (not less than the par value of the Common Stock), will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement
referred to above and the making of the statements with respect to me which are
set forth under the caption "Legal Opinions" in the prospectus forming a part of
the Registration Statement referred to above.
In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission.
Sincerely,
/s/ James D. Ellis
- --------------------------------------------------------------------------------
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency
and coin............................................... $3,247,576
Interest-bearing balances................................ 6,207,543
Securities:
Held-to-maturity securities.............................. 827,248
Available-for-sale securities............................ 5,092,464
Federal funds sold and Securities purchased
under agreements to resell.............................. 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned
income...............37,734,000
LESS: Allowance for loan and
lease losses............575,224
LESS: Allocated transfer risk
reserve........................13,278
Loans and leases, net of unearned income,
allowance, and reserve................................ 37,145,498
Trading Assets............................................. 8,573,870
Premises and fixed assets (including
capitalized leases)..................................... 723,214
Other real estate owned.................................... 10,962
Investments in unconsolidated subsidiaries
and associated companies................................ 215,006
Customers' liability to this bank on
acceptances outstanding................................. 682,590
Intangible assets.......................................... 1,219,736
Other assets............................................... 2,542,157
-----------
<PAGE>
LIABILITIES
Deposits:
In domestic offices..................................... $27,551,017
Noninterest-bearing.......................11,354,172
Interest-bearing..........................16,196,845
In foreign offices, Edge and Agreement
subsidiaries, and IBFs................................ 27,950,004
Noninterest-bearing..........................639,410
Interest-bearing..........................27,310,594
Federal funds purchased and Securities sold under
agreements to repurchase................................ 1,349,708
Demand notes issued to the U.S.Treasury.................... 300,000
Trading liabilities........................................ 2,339,554
Other borrowed money:
With remaining maturity of one year or less............. 638,106
With remaining maturity of more than one year
through three years................................... 449
With remaining maturity of more than three years........ 31,080
Bank's liability on acceptances executed and
outstanding............................................. 684,185
Subordinated notes and debentures.......................... 1,552,000
Other liabilities.......................................... 3,704,252
-----------
Total liabilities.......................................... 66,100,355
===========
EQUITY CAPITAL
Common stock............................................... 1,135,284
Surplus.................................................... 866,947
Undivided profits and capital reserves..................... 3,765,900
Net unrealized holding gains (losses) on
available-for-sale securities........................... (44,599)
Cumulative foreign currency translation adjustments........ (29,097)
-----------
Total equity capital....................................... 5,694,435
-----------
Total liabilities and equity capital....................... $71,794,790
===========
<PAGE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
EXHIBIT 23-a
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 of SBC Communications Inc. and related
Prospectus for the registration of debt securities, preferred stock, depositary
shares and common stock of SBC Communications Inc. having an aggregate maximum
public offering price of $7,500,000,000 and to the incorporation by reference
therein of our report dated February 11, 2000 with respect to the consolidated
financial statements of SBC Communications Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1999 and the related
financial statement schedules included therein filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
May 11, 2000
EXHIBIT 23-B
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of SBC Communications
Inc. on Form S-3 of our report dated January 21, 1999 on our audits of the
consolidated financial statements and financial statement schedule of Ameritech
Corporation as of December 31, 1998 and for each of the two years in the period
then ended, which is included in SBC's Annual Report on Form 10-K for the year
ended December 31, 1999. We also consent to the reference to our firm under the
caption "Experts".
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 11, 2000
EXHIBIT 24-a
Power of Attorney
KNOWN ALL MEN BY THESE PRESENTS:
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 relating to the
offer and sale of the Corporation's debt securities, common stock, preferred
stock, and depositary shares representing preferred stock; 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. Kieran, 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 April 2000.
/s/ Edward E. Whitacre, Jr.
Chairman of the Board, Director
And Chief Executive Officer
EXHIBIT 24-b
Power of Attorney
KNOWN ALL MEN BY THESE PRESENTS:
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 relating to the
offer and sale of the Corporation's debt securities, common stock, preferred
stock, and depositary shares representing preferred stock; and
WHEREAS, the undersigned is an officer and a director of the
Corporation;
NOW THEREFORE, the undersigned hereby constitutes and appoints Edward
E. Whitacre, Jr., James D. Ellis, Donald E. Kieran, 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 April 2000.
/s/ Royce S. Caldwell
Vice Chairman of the Board, Director
and President - SBC Operations
<PAGE>
EXHIBIT 24-c
Power of Attorney
KNOWN ALL MEN BY THESE PRESENTS:
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 relating to the
offer and sale of the Corporation's debt securities, common stock, preferred
stock, and depositary shares representing preferred stock; 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. Kieran, 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 office and capacity 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, each of the undersigned has hereunto set his or her
hand the 28th day of April 2000.
/s/ Clarence C. Barksdale /s/ Lynn M. Martin
Director Director
/s/ James E. Barnes /s/ John B. McCoy
Director Director
/s/ August A. Busch, III /s/ Mary S. Metz
Director Director
/s/ William P. Clark /s/ Toni Rembe
Director Director
/s/ Martin K. Eby, Jr. /s/ S. Donley Ritchey
Director Director
/s/ Herman E. Gallegos /s/ Joyce M. Roche
Director Director
/s/ Jess T. Hay /s/ Carlos Slim Helu
Director Director
/s/ James A. Henderson /s/ Laura D'Andrea Tyson
Director Director
/s/ Bobby R. Inman /s/ Patricia P. Upton
Director Director
/s/ Charles F. Knight
Director
EXHIBIT 25-a
FORM T-1
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
SBC COMMUNICATIONS INC.
(Exact name of obligor as specified in its charter)
Delaware 43-1301883
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
175 E. Houston Street
San Antonio, Texas 78205-2233
(Address of principal executive offices) (Zip code)
---------------------------
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No.33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
-2-
<PAGE>
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 10th day of May, 2000.
THE BANK OF NEW YORK
By: /s/MARY LAGUMINA
---------------------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
