<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Prodigy Communications Corporation
________________________________________________________________________________
(Name of Issuer)
Class A Common Stock, $0.01 par value per share**
Common Stock, $0.01 par value per share**
________________________________________________________________________________
(Title of Class of Securities)
74283 P 10 7
_______________________________________________________________
(CUSIP Number)
Wayne A. Wirtz
SBC Communications Inc.
175 East Houston Street
San Antonio, Texas 78205
(210) 351-3736
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 31, 2000
_______________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
_______________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
** See Item 4.
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CUSIP NO. 74283 P 10 7
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Communications Inc.; I.R.S. Identification No. 43-130883
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [X]**
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF,WC,00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 50,448,283**
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
50,448,283**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,448,283 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.95%**
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14. TYPE OF REPORTING PERSON*
HC,CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________________
** See Item 4.
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CUSIP NO. 74283 P 10 7
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Internet Communications Inc.; I.R.S. Identification No. 74-2937337
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF,WC,00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 50,448,283**
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
50,448,283**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,448,283 shares
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.95%**
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________________
** See Item 4.
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Item 1. Security and Issuer.
-------------------
This Amendment No. 1 to Schedule 13D (this "Statement") relates to the
Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"),
and the Common Stock, par value $0.01 per share (the "Common Stock") of Prodigy
Communications Corporation ("Prodigy"), a Delaware corporation, and amends SBC's
statement on Schedule 13D filed on November 29, 1999 (the "Original 13D").
The address of the principal executive office of Prodigy is: Prodigy
Communications Corporation, 44 South Broadway, White Plains, New York 10601.
Item 2. Identity and Background.
-----------------------
The principal business address of SBC Communications Inc., a Delaware
corporation ("SBC"), is: 175 East Houston Street, San Antonio, Texas 78205. SBC
is a communications holding company whose subsidiaries are engaged primarily in
communications.
The principal business address of SBC Internet Communications, Inc., a
Delaware corporation and an indirect wholly owned subsidiary of SBC ("SBC Sub"),
is: 175 East Houston Street, San Antonio, Texas 78205. SBC Sub was formed
primarily to hold the ownership interests in Prodigy as described in Item 4
below.
(a)-(c); (f) The name, business address, present principal occupation
or employment, and the name and principal business of any corporation or other
organization in which such employment is conducted of each of the directors,
advisory director and executive officers, as applicable, of each of SBC and SBC
Sub is set forth in Exhibit A hereto. Except as otherwise indicated in Exhibit A
hereto, each person listed in Exhibit A hereto is a citizen of the United
States.
(d)-(e) During the last five years, none of SBC or SBC Sub or, to the
knowledge of SBC or SBC Sub, any of the persons listed on Exhibit A hereto, (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Pursuant to the Investment, Issuance, Contribution and Assumption
Agreement, dated as of November 19, 1999 and amended as of April 19, 2000 (the
"Investment Agreement"), by and among SBC, SBC Sub, Prodigy, Prodigy Transition
Corporation, a Delaware corporation and a wholly owned subsidiary of Prodigy
("Prodigy Sub"), and Prodigy Communications Limited Partnership, a Delaware
limited
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partnership (the "Operating Partnership"), SBC and SBC Sub acquired beneficial
ownership of the 50,448,283 shares of Class A Common Stock of Prodigy to which
this Statement relates in exchange for the contribution of certain tangible and
intangible assets, which will be used by Prodigy and the Operating Partnership
in the operation of its business, and $100. In addition, SBC and SBC Sub entered
into the Strategic Agreement, pursuant to which, among other things, (a) SBC's
existing Internet customers will receive the Prodigy Internet service, (b) SBC
has committed to procure for Prodigy additional Internet customers over a three-
year period and (c) SBC has committed to market Prodigy's Internet services
exclusively and not to market Internet services from any other Internet Service
Provider for three years (subject to termination or extension in certain
circumstances). For a description of the Investment Agreement and the Strategic
Agreement and the transactions contemplated thereby, see "Item 4. Purpose of
Transaction" below. Copies of the Investment Agreement and the Strategic
Agreement were filed as exhibits to the Original 13D and the Investment
Agreement and the Strategic Agreement are specifically incorporated herein by
reference in response to this Item 3. The Investment Agreement was amended as of
April 19, 2000 to extend the termination date from May 19, 2000 to June 1, 2000.
Item 4. Purpose of Transaction.
----------------------
(a)-(j) SBC and SBC Sub are filing this Statement pursuant to the
Closing of the transactions contemplated by the Investment Agreement as a result
of which (i) SBC no longer has beneficial ownership of any shares of Common
Stock and (ii) SBC and SBC Sub have acquired beneficial ownership of 50,448,283
shares of Class A Common Stock. The purpose of the transactions contemplated by
the Investment Agreement and SBC's beneficial ownership of Common Stock and
Class A Common Stock are described below.
Except as otherwise provided in this Statement, capitalized terms that
are used but not otherwise defined in this Statement shall have the meaning
assigned to such terms in the Investment Agreement.
I. Beneficial Ownership of Common Stock
----------------------------------------
Pursuant to Instructions For Cover Page (2) to this Schedule 13D, the
following is a description of the relationship among SBC, Telmex (as defined
below) and Carso (as defined below) under the Voting Agreement (as defined
below) but is not an affirmation by SBC of the existence of a group for purposes
of Section 13(d)(3) or Section 13(g)(3) of the Securities Exchange Act of 1934
(the "Act") and Rule 13d-5(b)(1) thereunder.
In order to induce SBC and SBC Sub to enter into the Investment
Agreement and the Strategic and Marketing Agreement, dated as of November 19,
1999 (the "Strategic Agreement"), among SBC, SBC Sub, Prodigy and Operating
Partnership,
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Carso Global Telecom, S.A. de C.V. ("Carso") and Telefonos de Mexico, S.A. de
C.V. ("Telmex") entered into a Voting Agreement, dated as of November 19, 1999,
with SBC (the "Voting Agreement"). Pursuant to the Voting Agreement, each of
Telmex and Carso agreed, among other things, (i) to deliver to SBC an
irrevocable proxy to Vote (as defined in the Voting Agreement) their Shares (as
defined in the Investment Agreement) and any other shares of capital stock of
Prodigy acquired by them after the date of the Voting Agreement and prior to the
termination of the Voting Agreement in favor of adoption and approval of the
Investment Agreement, the Strategic Agreement and the transactions contemplated
thereby, the Transactions (as defined in the Voting Agreement) and the Charter
and By-Law Amendments (as defined in the Voting Agreement), (ii) against any
action or agreement that would compete with, impede, interfere with or tend to
discourage the Transactions or inhibit the timely consummation of the
Transactions, (iii) against any action that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Prodigy or Operating Partnership under the Investment Agreement or
the Strategic Agreement and (iv) except for the Transactions and the Investment
Agreement, against any merger, consolidation, business combination,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of Prodigy or its Subsidiaries. In addition, each of Carso and
Telmex agreed not to transfer or otherwise dispose of any of their Shares, or
any other shares of capital stock of Prodigy acquired by them after the date of
the Voting Agreement and prior to the termination of the Voting Agreement.
In addition, SBC agreed in Section 7 of the Voting Agreement to vote
or cause any of its Subsidiaries to vote all shares of Class A Common Stock and
Class B Common Stock owned or held of record by SBC or any of its Subsidiaries
at any meeting of Prodigy stockholders held for such purpose in favor of
electing up to three persons (subject to the provisions of the Voting Agreement)
designated by the Stockholders as Class A Directors (as defined in the Restated
Certificate of Incorporation) to the board of directors of Prodigy.
In accordance with the Voting Agreement, on November 19, 1999 (i)
Carso delivered to SBC an irrevocable proxy of Carso, dated November 19, 1999
(the "Carso Proxy"), in respect of the 29,396,911 shares of Common Stock of
Prodigy owned of record by Carso on the date of the Voting Agreement and (ii)
Telmex delivered to SBC an irrevocable proxy of Telmex, dated November 19, 1999
(the "Telmex Proxy", and together with the Carso Proxy, the "Proxies"), in
respect of the 11,412,500 shares of Common Stock of Prodigy owned of record by
Telmex on the date of the Voting Agreement.
By virtue of the Voting Agreement and the Proxies, SBC acquired
beneficial ownership on November 19, 1999 of the 40,809,411 shares of Common
Stock to which the Voting Agreement and Proxies related, as reported in SBC's
Original 13D.
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In accordance with the Voting Agreements and Proxies, SBC voted the
40,809,411 shares of Common Stock to which the Proxies related in favor of
adoption and approval of the Investment Agreement, the Strategic Agreement and
the transactions contemplated thereby, the Transactions (as defined in the
Voting Agreement) and the Charter and By-Law Amendments (as defined in the
Voting Agreement) at the annual meeting of Prodigy shareholders held on May 24,
2000.
On May 31, 2000, the transactions contemplated by the Investment
Agreement closed. By their terms, the Proxies and, except for Section 7 of the
Voting Agreement, the Voting Agreement terminated and SBC no longer has
beneficial ownership of any shares of Common Stock.
II. Beneficial Ownership of Class A Common Stock
------------------------------------------------
Upon the Closing of the Unit Issuance and Investment Share Issuance and
the transactions contemplated by the Investment Agreement, SBC and SBC Sub
acquired beneficial ownership of 50,448,283 shares of Class A Common Stock. The
transactions contemplated by the Investment Agreement and the Strategic
Agreement are summarized as follows:
On November 19, 1999, Prodigy and Prodigy Sub formed the Operating
Partnership, a new limited partnership of which Prodigy is the sole general
partner. At the Closing, Prodigy contributed substantially all of its operating
assets and transferred its employees to the Operating Partnership. At the
Closing, SBC Sub contributed the SBC Contributed Assets to the Operating
Partnership in exchange for 51,843,631 Units of Operating Partnership, which is
equal to approximately 42.6% of the total number of Units in the Operating
Partnership issued and outstanding immediately following the issuance to SBC
Sub. Prodigy retained an approximate 57.4% interest in the Operating
Partnership. Pursuant to the Amended and Restated Limited Partnership Agreement,
for so long as SBC Sub's Book Capital Account (as defined in the Amended and
Restated Limited Parnership Agreement) is less than its Imputed Capital Account
(as defined in the Amended and Restated Limited Partnership Agreement), SBC Sub
has the right to exchange its Units in the Operating Partnership for a lesser
number of shares of Class A Common Stock. Prior to certain distributions by the
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Operating Partnership, certain gains will be allocated, first, to the extent
necessary to cause SBC Sub's Book Capital Account (as defined in the Amended and
Restated Limited Partnership Agreement) to equal its Imputed Capital Account (as
defined in the Amended and Restated Limited Partnership Agreement). As SBC Sub's
Book Capital Account (as defined in the Amended and Restated Limited
Partnership Agreement) is increased as a result of any such allocation of gains,
SBC and SBC Sub will acquire beneficial ownership of additional shares of Class
A Common Stock. From and after such time that SBC Sub's Book Capital Account (as
defined in the Amended and Restated Limited Partnership Agreement) equals its
Imputed Capital Account (as defined in the Amended and Restated Limited
Partnership Agreement), SBC Sub will have the right to exchange its Units in the
Operating Partnership, on a one-for-one basis, into the same number of shares of
Class A Common Stock. As of the Closing Date, SBC Sub could exchange its
51,843,631 Units into 50,448,282 shares of Class A Common Stock.
At the Closing, Prodigy also issued to SBC Sub one share of Class B
Common Stock in consideration of $100. Class B Common Stock will not be listed
on the Nasdaq National Market or any other exchange. Shares of Class B Common
Stock will be convertible at any time, on a one-for-one basis, into the same
number of shares of Class A Common Stock. When transferred by SBC Sub to any
person or entity not affiliated with SBC, Class B Common Stock will
automatically convert into Class A Common Stock. Pursuant to the Amended and
Restated Limited Partnership Agreement of Operating Partnership, SBC Sub is
permitted to transfer its Units to any person as long as such person agrees to
be bound by the Amended and Restated Limited Partnership Agreement.
Prodigy's current stockholders exchanged their Common Stock for Class A
Common Stock. Prodigy is now a holding company whose sole assets consist of
rights under certain stock-related agreements and plans and the approximate
57.4% interest in the Operating Partnership and whose sole business is to act as
the sole General Partner of the Operating Partnership.
Holders of Prodigy's Class A Common Stock generally have rights identical
to holders of Prodigy's Class B Common Stock, except that each holder of Class A
Common Stock is entitled to one vote per share and SBC Sub, the holder of Class
B Common Stock, is entitled to one vote for each share of Class B Common Stock
held by it and one vote for each Unit held by it. Pursuant to Prodigy's
Restated Certificate of Incorporation, SBC has the right to directly elect three
of Prodigy's nine directors. Otherwise, holders of Class A Common Stock and
Class B Common Stock generally will vote together as a single class on all
matters (including the election of the directors who are not elected directly by
SBC) presented to the stockholders for their vote or approval except as
otherwise required by applicable Delaware law or the Restated Certificate of
Incorporation. Pursuant to Prodigy's Restated Certificate of Incorporation, SBC,
by a vote of at least 75% of the Class B Common Stock, may, without a vote of
the holders of the Class A Common Stock, approve a merger of Operating
Partnership into Prodigy.
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Prodigy has established an Executive Steering Committee (as defined in
the Restated Certificate of Incorporation) of the board of directors of Prodigy.
The Executive Steering Committee will consist of four members, two of whom will
be selected by the Class B Directors (as defined in the Restated Certificate of
Incorporation) elected by SBC and two of whom will be selected by the Class A
Directors (as defined in the Restated Certificate of Incorporation) designated
by Telmex and Carso. The purpose of the Executive Steering Committee is to
evaluate all major corporate actions of Prodigy and Operating Partnership, such
as mergers, acquisitions, capital expenditures or borrowings in excess of $20
million (each a "Major Action"). Each Major Action will require the approval of
the Executive Steering Committee prior to being submitted for the approval of
the board of directors of Prodigy. The Restated Certificate of Incorporation
also provides that major events, including the Major Actions, require the
approval of the full board of directors of Prodigy.
In connection with these transactions, Prodigy, Prodigy Sub and SBC Sub
entered into an Amended and Restated Limited Partnership Agreement, pursuant to
which Prodigy is the sole general partner of the Operating Partnership. As sole
general partner of the Operating Partnership, Prodigy has unilateral control
over all of the affairs and decision making of the Operating Partnership
(subject to the approval of SBC Sub, as limited partner, as to certain matters).
As such, Prodigy, through the Executive Steering Committee, the board of
directors of Prodigy and Prodigy's officers, is responsible for nearly all
operational and administrative decisions of the Operating Partnership and the
day-to-day management of the Operating Partnership's business. Prior to being
submitted to Prodigy's Board, all Major Actions of the Operating Partnership
must be unanimously approved by the Executive Steering Committee. Furthermore,
Prodigy cannot be removed as the sole General Partner of Operating Partnership
without its approval, nor can Operating Partnership be dissolved without
Prodigy's approval (subject to certain exceptions described in the Amended and
Restated Limited Partnership Agreement).
Upon issuance of the Units and the Class B Common Stock to SBC Sub at the
Closing, the number of Units owned by Prodigy equals the number of shares of
outstanding Common Stock (as defined in the Restated Certificate of
Incorporation) of Prodigy. After the Closing, the number of Units owned by
Prodigy is intended to be at all times equal to the number of shares of
outstanding Common Stock (as defined in the Restated Certificate of
Incorporation) of Prodigy. The net cash proceeds received by Prodigy from any
issuance of shares of Common Stock (as defined in the Restated Certificate of
Incorporation), including with regard to the exercise of options warrants and
other rights, shall be concurrently transferred to the Operating Partnership in
exchange for Units equal in number to such number of shares of Common Stock (as
defined in the Restated Certificate of Incorporation) issued by Prodigy.
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Pursuant to the Registration Rights Agreement, each of SBC and SBC Sub
have been granted registration rights in respect of shares of Class A Common
Stock issued or to be issued upon conversion of the share of Class B Common
Stock and/or upon the exchange of Units.
The transactions outlined above were submitted for approval, and were
approved, by Prodigy's stockholders on May 24, 2000, and the Closing took place
on May 31, 2000. SBC Sub has the right to "collapse" the structure described
above or exchange its Units in the Operating Partnership for shares of Class A
Common Stock, in order to hold a direct equity interest in Prodigy.
Depending upon their evaluation of the Company's business and prospects,
SBC and SBC Sub may, from time to time, directly or indirectly, purchase
additional shares of Class A Common Stock and may, from time to time, directly
or indirectly, dispose of all or a portion of the shares of Class A Common Stock
held by them. Any such additional purchases or sales of the shares of Class A
Common Stock may be effected through open market purchases, one or more tender
offers, privately negotiated transactions, or otherwise. However, there can be
no assurance that SBC and/or SBC Sub will effect any such purchases or sales.
SBC views its relationship with Prodigy as strategic and intends to
actively support the business strategies developed by the Prodigy Board of
Directors and to bring to Prodigy's attention business transactions, including
extraordinary corporate transactions, that SBC believes may be of interest to
Prodigy. These transactions could involve potential changes in the board of
directors, management, capitalization, dividend policy, business or corporate
structure, charter, by-laws or instruments corresponding thereto of Prodigy and
other matters that could arise in material business transactions. Employees of
SBC may be involved in supporting Prodigy in the implementation of such
transactions.
Pursuant to Section 5.1(h) of the Investment Agreement, Prodigy has
agreed to adopt a Stockholder Protection Rights Agreement in a form to be agreed
upon between Prodigy and SBC as set forth more fully in the Investment
Agreement.
The foregoing descriptions of the Voting Agreement, the Carso Proxy, the
Telmex Proxy, the Investment Agreement, the Amended and Restated Limited
Partnership Agreement, the Restated Certificate of Incorporation, the Amended
and Restated By-Laws, the Registration Rights Agreement and the Strategic
Agreement are qualified in their entirety by reference to the respective
agreements and documents, as the case may be, copies or forms of which were
filed with the Original 13D and are specifically incorporated herein by
reference in response to this Item 4.
Except as set forth in this Statement, the Voting Agreement, the Carso
Proxy, the Telmex Proxy, the Investment Agreement, the Amended and Restated
Limited Partnership Agreement, the Restated Certificate of Incorporation, the
Amended and Restated By-Laws, the Registration Rights Agreement and the
Strategic Agreement, none of SBC or SBC Sub or, to the best of SBC's or SBC
Sub's knowledge, any of the individuals named in Exhibit A hereto, has any plans
or proposals which relate to or which would result in or relate to any of the
actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interests in Securities of the Issuer.
-------------------------------------
(a) As a result of SBC Sub's rights to exchange its Units into
50,448,282 shares of Class A Common Stock and to convert its Class B Common
Stock into one share of Class A Common Stock, SBC and SBC Sub beneficially own
50,448,283 shares of Class A Common Stock, which represents, based on the
information received by Prodigy in connection with the Closing, approximately
41.95% of the outstanding shares of Class A Common Stock assuming that the
50,448,282 shares of Class A Common Stock into which SBC Sub could exchange its
Units and the one share of Class A Common Stock into which SBC Sub could convert
its Class B Common Stock are outstanding.
According to the filing of Amendment No. 1 to Schedule 13D, dated as
of March 9, 2000 (the "Stockholders' 13D"), of each of Carlos Slim Helu ("Mr.
Slim"), Carso and Telmex, Mr. Slim, a member of the Board of Directors of SBC,
and members of his immediate family beneficially own 41,413,111 shares of Common
Stock of Prodigy, which as a result of the reclassification of Common Stock into
Class A Common Stock as described in Item 4 above, would now be 40,809,411
shares of Class A Common Stock, which represents, based on the information
received by Prodigy in connection with the Closing, approximately 59.3% of the
outstanding shares of Class A Common Stock of Prodigy or 34.4% of the
outstanding shares of Class A Common Stock of Prodigy assuming that the
50,448,282 shares of Class A Common Stock into which SBC Sub could exchange its
Units and the one share of Class A Common Stock into which SBC Sub could convert
its Class B Common Stock are outstanding.
The information contained above in this Item 5(a) and below in Item
5(b) with respect to Mr. Slim consists of information contained in the
Stockholders' 13-D. While SBC has no reason to believe that such information was
not reliable as of its date, SBC only accepts responsibility for accurately
reproducing such information and accepts no further or other responsibility for
such information. In addition, SBC makes no representation or warranty with
respect to the accuracy or completeness of such information or any
representation or Warranty, and the filing of this Statement shall not create
any implication under any circumstances, that there have been no events, or that
there is no other information, including events or information not yet publicly
disclosed by Mr. Slim, which may affect the accuracy or completeness of such
information.
Except as set forth in this Item 5, none of SBC or SBC Sub or, to the
best of SBC's or SBC Sub's knowledge, any of the individuals named in Exhibit A
hereto beneficially owns any shares of Class A Common Stock.
(b) SBC and SBC Sub have the shared power to vote and to dispose of
50,448,283 shares of Class A Common Stock. For a description of the information
required by Item 2 with respect to SBC Sub, see "Item 2. Identity and
Background" above.
According to the Stockholders' 13D, Mr. Slim, who filed on behalf of
himself and members of his immediate family, has shared power to vote and shared
power to dispose of 41,413,111 shares of Common Stock of Prodigy, which as a
result of the reclassification of Common Stock into Class A Common Stock as
described in Item 4 above, would now be 41,413,111 shares of Class A Common
Stock.
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(c) Except with respect to the transactions contemplated by the Voting
Agreement, the Carso Proxy, the Telmex Proxy, the Investment Agreement, the
Amended and Restated Limited Partnership Agreement, the Restated Certificate of
Incorporation, the Amended and Restated By-Laws, the Registration Rights
Agreement, and the Strategic Agreement, which are described in response to Item
4 above and incorporated herein by reference, none of SBC or SBC Sub, or to the
best of SBC's or SBC Sub's knowledge, any of the individuals named in Exhibit A
hereto, has effected any transaction in Common Stock or Class A Common Stock
during the past 60 days. The descriptions of the transactions contemplated by
the Voting Agreement, the Carso Proxy, the Telmex Proxy, the Investment
Agreement, the Amended and Restated Limited Partnership Agreement, the Restated
Certificate of Incorporation, the Amended and Restated By-Laws, the Registration
Rights Agreement and the Strategic Agreement in Item 4 are qualified in their
entirety by reference to the respective agreements and documents, as the case
may be, copies or forms of which were filed as exhibits to the Original 13D and
are specifically incorporated herein by reference in answer to this Item 5.
(d) Except as set forth in this Item 5, no other person is known by
SBC or SBC Sub to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of the Class A Common Stock
beneficially owned by SBC and SBC Sub.
(e) SBC ceased to beneficially own more than five percent of the
Common Stock on May 31, 2000, the Closing Date.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to the Securities of the Issuer.
-------------------------------
See "Item 4. Purpose of Transaction" for a description of the Voting
Agreement, the Carso Proxy, the Telmex Proxy, the Investment Agreement, the
Amended and Restated Limited Partnership Agreement, the Restated Certificate of
Incorporation, the Amended and Restated By-Laws, the Registration Rights
Agreement and the Strategic Agreement, which are qualified in their entirety by
reference to the respective agreements and documents, as the case may be, copies
or forms of which were filed as exhibits to the Original 13D and are
specifically incorporated herein by reference in answer to this Item 6.
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Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A Directors and Executive Officers of SBC Communications
Inc. and SBC Internet Communications, Inc.
Exhibit B Voting Agreement, dated as of November 19, 1999, among
the undersigned stockholders of Prodigy Communications
Corporation and SBC Communications Inc. (previously
filed)
Exhibit C Proxy, dated November 19, 1999, of Carso Global
Telecom, S.A. de C.V. (previously filed)
Exhibit D Proxy, dated November 19, 1999, of Telefonos de Mexico,
S.A. de C.V. (previously filed)
Exhibit E Investment, Issuance, Contribution and Assumption
Agreement, dated as of November 19, 1999 and amended as
of April 19, 2000, by and among SBC Communications
Inc., SBC Internet Communications, Inc., Prodigy
Communications Corporation, Prodigy Transition
Corporation, and Prodigy Communications Limited
Partnership (certain schedules and exhibits omitted)
(previously filed)
Exhibit F Strategic and Marketing Agreement, dated as of November
19, 1999, by and among SBC Communications Inc., SBC
Internet Communications, Inc., Prodigy Communications
Corporation, and Prodigy Communications Limited
Partnership (certain schedules and exhibits omitted)
(previously filed)
Exhibit G Amended and Restated Limited Partnership Agreement,
dated as of May 31, 2000, by and among Prodigy
Communications Corporation, SBC Internet
Communications, Inc. and Prodigy Transition Corporation
(form of which was previously filed)
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<PAGE>
Exhibit H Restated Certificate of Incorporation of Prodigy
Communications Corporation, as filed on May 31, 2000
(form of which was previously filed)
Exhibit I Amended and Restated By-Laws of Prodigy Communications
Corporation, as adopted on May 31, 2000 (form of which
was previously filed)
Exhibit J Registration Rights Agreement, dated as of May 31,
2000, by and among Prodigy Communications Corporation,
SBC Communications Inc. and SBC Internet
Communications, Inc. (form of which was previously
filed)
Exhibit K Joint Filing Agreement, dated as of June 9, 2000,
between SBC Communications Inc. and SBC Internet
Communications, Inc. relating to the joint filing of
this Schedule 13D pursuant to Rule 13d-1(k)
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<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 9, 2000
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
------------------------------
Name: James S. Kahan
Title: Senior Executive Vice President - Corporate
Development
SBC INTERNET COMMUNICATIONS, INC.
By: /s/ Stephen A. McGaw
------------------------------
Name: Stephen A. McGaw
Title: President
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