SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 2, 2000
SBC COMMUNICATIONS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware No. 1-8610 No. 43-1301883
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(State or Other Jurisdic- (Commission (IRS Employer
tion of Incorporation) File Number) Identification
No.)
175 E. Houston
San Antonio, TX 78205
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 821-4105
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 2, 2000, SBC Communications Inc. ("SBC") and BellSouth Corporation
("BellSouth") closed their previously announced transaction to form and
contribute to their joint venture called Cingular Wireless LLC ("Cingular")
substantially all of their respective domestic wireless voice and wireless data
businesses, and certain wireless assets of subsidiaries of SBC located in Puerto
Rico and the U.S. Virgin Islands. Prior to the closing, SBC and BellSouth
entered into an Amended and Restated Contribution and Formation Agreement with
Cingular, dated as of April 4, 2000. SBC owns approximately 60% of the
outstanding economic interests in Cingular and BellSouth owns approximately 40%
of the outstanding economic interests in Cingular, with the remainder of the
interest held by the manager of Cingular, Cingular Wireless Management Corp., a
Delaware corporation ("Manager"), which is owned equally by SBC and BellSouth.
Prior to the closing, SBC, BellSouth and Manager entered into a Limited
Liability Company Agreement of Cingular (the "LLC Agreement"), which governs
Cingular and sets forth certain relationships between and among SBC, BellSouth
and Manager. The LLC Agreement provides that each of BellSouth and SBC will, for
as long as it holds at least 10% of the total equity securities of Cingular and
holds shares of the Class B Common Stock of Manager, only engage in Cingular's
initial wireless business through Cingular, with limited exceptions. The LLC
Agreement also provides that neither BellSouth nor SBC are permitted to directly
or indirectly transfer their interests in Cingular, subject to limited
exceptions, prior to an initial public offering of securities by Manager and
thereafter may generally only make transfers in widely distributed public sales
or other distributions.
Cingular is managed by Manager, and it is expected that all of the material
business decisions for Cingular will be made by the Strategic Review Committee
of the Board of Directors of Manager (the "Strategic Review Committee"). The
Strategic Review Committee is currently composed of four members, with two
having been appointed by each of SBC and BellSouth. Half of the members of the
Board of Directors of Manager have been nominated by BellSouth and the other
half have been nominated by SBC. It is anticipated that any deadlocks on the
Strategic Review Committee will be resolved by the chief executive officers of
SBC and BellSouth.
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<PAGE>
ITEM 3-6. NOT APPLICABLE.
ITEM 7. EXHIBITS.
99.1 Pro forma condensed balance sheet of SBC Communications Inc., and the
pro forma condensed statement of income of SBC Communications Inc. for
the year ended December 31, 1999, incorporated by reference to SBC
Communications Inc.'s Current Report on Form 8-K, filed on August 17,
2000.
99.2 Pro forma condensed balance sheet of SBC Communications Inc., and the
pro forma condensed statement of income of SBC Communications Inc. for
the six months ended June 30, 2000, incorporated by reference to SBC
Communications Inc.'s Current Report on Form 8-K, filed on August 17,
2000.
ITEM 8. NOT APPLICABLE.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SBC COMMUNICATIONS INC.
Date: October 12, 2000 By: /s/ Donald E. Kiernan
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Name: Donald E. Kiernan
Title: Senior Executive Vice
President and Chief
Financial Officer
