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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
STERLING COMMERCE, INC.
(Name of Subject Company (Issuer))
SBC SILVER, INC.
SBC COMMUNICATIONS INC.
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
859205106
(CUSIP Number of Class of Securities)
JUDITH M. SAHM
SBC COMMUNICATIONS INC.
175 E. HOUSTON, SAN ANTONIO, TEXAS 78205-2233
TELEPHONE: (210) 821-4105
FACSIMILE: (210) 351-3521
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
HOWARD CHATZINOFF, ESQ. WAYNE A. WIRTZ
WEIL, GOTSHAL & MANGES LLP SBC COMMUNICATIONS INC.
767 FIFTH AVENUE 175 E. HOUSTON
NEW YORK, NEW YORK 10153-0119 SAN ANTONIO, TEXAS 78205-2233
TELEPHONE: (212) 310-8000 TELEPHONE: (210) 821-4105
FACSIMILE: (212) 310-8007 FACSIMILE: (210) 351-3467
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: $708,549 Filing Party: SBC Silver, Inc.
Form or Registration No.: SC TO-T Date Filed: 02/25/00
(File No. 005-49153)
</TABLE>
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13d under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
(Continued on following pages)
(Page 1 of 4 pages)
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SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO filed on February 25, 2000, relating to the offer by
SBC Silver, Inc., a Delaware corporation (the "Purchaser") and a wholly-owned
subsidiary of SBC Communications Inc., a Delaware corporation ("Parent"), to
purchase all of the outstanding shares of common stock, par value $0.01 per
share (the "Common Stock"), of Sterling Commerce, Inc., a Delaware corporation
(the "Company"), and the related rights to purchase shares of the Series A
Junior Participating Preferred Stock of the Company (the "Rights and, together
with the Common Stock, the "Shares"), issued pursuant to the Rights Agreement,
dated as of December 18, 1996, by and between the Company and The First National
Bank of Boston, as Rights Agent, at a price of $44.25 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 25, 2000 and in
the related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer").
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<CAPTION>
ITEM 12. EXHIBITS.
<S> <C>
(a)(1)(A) Offer to Purchase, dated February 25, 2000.**
(a)(1)(B) Letter of Transmittal.**
(a)(1)(C) Notice of Guaranteed Delivery.**
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.**
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.**
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.**
(a)(1)(G) Press release issued by Parent and Purchaser, dated February
25, 2000, announcing the commencement of the Offer.**
(a)(1)(H) Summary Advertisement, dated February 25, 2000, appearing in
the Wall Street Journal.**
(a)(1)(I) Letter to participants in the Sterling Commerce, Inc. Savings
and Security Plan from The Chase Manhattan Bank, as Trustee
(including instruction card).
(d)(1) Agreement and Plan of Merger, dated as of February 18, 2000,
by and among Parent, Purchaser and the Company.**
(d)(2) Stockholder's Agreement, dated as of February 18, 2000, by and
among Parent, Purchaser and the holders of Shares parties
thereto.**
(d)(3) Confidentiality Agreement, dated November 19, 1999, by and
between Parent and the Company.**
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**Previously Filed by SBC Silver, Inc. on the Schedule TO dated February 25,
2000.
(Page 2 of 4 pages)
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of March 2, 2000 that the information set forth in
this statement is true, complete and correct.
SBC SILVER, INC.
By: /s/ James S. Kahan
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Name: James S. Kahan
Title: Vice President
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
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Name: James S. Kahan
Title: Senior Executive Vice President -
Corporate Development
(Page 3 of 4 pages)
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(a)(1)(A) Offer to Purchase, dated February 25, 2000.**
(a)(1)(B) Letter of Transmittal.**
(a)(1)(C) Notice of Guaranteed Delivery.**
(a)(1)(D) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.**
(a)(1)(E) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.**
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.**
(a)(1)(G) Press release issued by Parent and Purchaser, dated February
25, 2000, announcing the commencement of the Offer.**
(a)(1)(H) Summary Advertisement, dated February 25, 2000, appearing in
the Wall Street Journal.**
(a)(1)(I) Letter to participants in the Sterling Commerce, Inc. Savings
and Security Plan from The Chase Manhattan Bank, as Trustee
for the Plan (including instruction card).
(d)(1) Agreement and Plan of Merger, dated as of February 18, 2000,
by and among Parent, Purchaser and the Company.**
(d)(2) Stockholder's Agreement, dated as of February 18, 2000, by and
among Parent, Purchaser and the holders of Shares parties
thereto.**
(d)(3) Confidentiality Agreement, dated November 19, 1999, by and
between Parent and the Company.**
</TABLE>
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**Previously Filed by SBC Silver, Inc. on the Schedule TO dated February 25,
2000.
(Page 4 of 4 pages)
<PAGE> 1
EXHIBIT (A)(1)(I)
CHASE LOGO
THE CHASE MANHATTAN BANK
4 NEW YORK PLAZA
NEW YORK, NEW YORK 10004
CONFIDENTIAL INSTRUCTIONS
FOR
TENDER OFFER FOR OUTSTANDING SHARES OF COMMON STOCK
HELD IN THE STERLING COMMERCE, INC. SAVINGS AND SECURITY PLAN
NOTICE TO PARTICIPANTS IN THE
STERLING COMMERCE, INC. SAVINGS AND SECURITY PLAN
Dear Plan Participant:
Enclosed is a copy of the Tender Offer Statement on Schedule TO, dated
February 25, 2000 (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), and an Instruction Card relating to the
Offer by SBC Silver, Inc., a wholly-owned subsidiary of SBC Communications,
Inc., to purchase all outstanding shares of common stock (including the related
preferred stock purchase rights, the "Shares") of Sterling Commerce, Inc., at a
price of $44.25 per Share, net to the seller in cash, without interest thereon
(as described in the Offer). You should read the Offer materials carefully
before completing the enclosed Instruction Card for the Shares held in your
account under the Sterling Commerce, Inc. Savings and Security Plan (the
"Savings Plan").
If you hold Shares outside of the Savings Plan, you will also receive, in a
separate mailing, a Letter of Transmittal relating to those Shares. In order for
all Shares owned by you, or allocated to you under the Savings Plan, to be
tendered in accordance with your direction, the Letter of Transmittal for the
Shares owned by you and the Instruction Card for the Shares allocated to you
under the Savings Plan will need to be signed and returned to Bank Boston, N.A.
INSTRUCTIONS TO THE TRUSTEE
The Chase Manhattan Bank, as trustee of the Savings Plan (the "Trustee"),
holds Shares for the benefit of Savings Plan participants. Only the Trustee can
tender the Shares held by the Savings Plan. However, under the terms of the
Savings Plan, you may instruct the Trustee how to tender the Shares allocated to
your Savings Plan account in the Offer. The enclosed Instruction Card is
designed to permit you to instruct the Trustee on how to tender the Shares
allocated to your Savings Plan account in the Offer.
You may instruct the Trustee to tender all or a portion of the Shares held
in your Savings Plan account. You may also instruct the Trustee not to tender
any of the Shares held in your Savings Plan account. IF YOU DO NOT COMPLETE THE
ENCLOSED INSTRUCTION CARD OR RETURN IT ON A TIMELY BASIS, THE SAVINGS PLAN
REQUIRES THE TRUSTEE NOT TO TENDER ANY SHARES ALLOCATED TO YOUR SAVINGS PLAN
ACCOUNT.
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Please note that a tender of Shares allocated to your Savings Plan account
can be made only by the Trustee as the holder of record. If you wish to direct
the Trustee concerning the tender of the Shares allocated to your Savings Plan
account, you must complete and return the enclosed INSTRUCTION CARD.
The Trustee makes no recommendation as to whether to direct the tender of
Shares or whether to refrain from directing the tender of Shares. You must make
your own decision on these matters.
INSTRUCTION CARD DEADLINE
In order to ensure that your instructions to the Trustee will be followed,
you must complete, sign and date the enclosed Instruction Card so that it can be
received by BANKBOSTON, N.A., AS TABULATOR, NO LATER THAN 5:00 P.M. NEW YORK
CITY TIME, TUESDAY, MARCH 21, 2000, unless the Offer is extended. Please return
the Instruction Card in the enclosed white envelope. Do not send the Instruction
Card to Sterling Commerce, Inc. or The Chase Manhattan Bank.
WITHDRAWAL RIGHTS
Except as otherwise provided in the following sentence, your direction will
be deemed irrevocable. Your direction may be withdrawn at any time on or prior
to 5:00 P.M. New York City time, Tuesday, March 21, 2000 and, unless the Shares
allocated to your Savings Plan account are accepted for payment as provided in
the Offer, may also be withdrawn after April 25, 2000 (or such later date as may
apply in the case the Offer is extended). In order to revoke your direction to
tender Shares, you must submit a new Instruction Card which may be obtained by
calling Georgeson Shareholder Communications Inc. at (800) 223-2064. Your new
Instruction Card must include your name and Social Security number. Upon receipt
of a new, completed and signed Instruction Card, your previous direction will be
deemed canceled. You may re-tender any Shares allocated to your Savings Plan
account by obtaining an additional Instruction Card from Georgeson Shareholder
Communications Inc. and repeating the previous instructions for directing the
tender as set forth in this letter. The Instruction Card with the latest date
received by 5:00 P.M. New York City time, Tuesday, March 21, 2000 shall be
deemed to revoke all prior Instruction Cards.
CONFIDENTIALITY
Your instructions are completely confidential. Under no circumstances will
the Trustee, or any of its agents (including BankBoston, N.A.), disclose to
Sterling Commerce, Inc. or any other party whether or not you tender the Shares
allocated to your Savings Plan account in the Offer.
Sincerely,
THE CHASE MANHATTAN BANK
Trustee
2
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INSTRUCTION CARD
RE: STERLING COMMERCE, INC.
SAVINGS AND SECURITY PLAN (THE "SAVINGS PLAN")
To The Chase Manhattan Bank:
I am a participant in the above Savings Plan and, as such, I received a
copy of the Tender Offer Statement on Schedule TO, dated February 25, 2000
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"), relating to the Offer by SBC Silver, Inc., a
wholly-owned subsidiary of SBC Communications, Inc., to purchase all outstanding
shares of common stock (including the related preferred stock purchase rights,
the "Shares") of Sterling Commerce, Inc., at a price of $44.25 per Share, net to
the seller in cash, without interest thereon (as described in the Offer).
I hereby direct you to:
[ ] Tender all Shares held in my account.
[ ] Tender ________ (insert number) of such Shares only.
[ ] Do not tender any such Shares.
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(Signature of Participant)
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(Social Security Number)
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(Signature of Participant)
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(Social Security Number)
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(Date)
If shares are held in joint names,
each co-owner must sign.
PLEASE SIGN, DATE AND MAIL THIS INSTRUCTION CARD
PROMPTLY IN THE WHITE ENVELOPE PROVIDED TO:
BANKBOSTON, ATTENTION: CORPORATE ACTIONS, P.O. BOX 9573, BOSTON, MA 02205-9573
