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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Prodigy Communications Corporation
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(Name of Issuer)
Class A Common Stock, $0.01 par value per share
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
74283 P 10 7
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(CUSIP Number)
Wayne A. Wirtz
SBC Communications Inc.
175 East Houston Street
San Antonio, Texas 78205
(210) 351-3736
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 2000
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(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.
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* 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).
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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. 43-1301883
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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, OO
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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
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 50,448,283
EACH
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REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10. SHARED DISPOSITIVE POWER
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)
41.92%
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14. TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 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, OO
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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
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 50,448,283
EACH
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REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10. SHARED DISPOSITIVE POWER
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)
41.92%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D (this "Statement") relates to the
Class A Common Stock, par value $0.01 per share, and the Common Stock, par value
$0.01 per share of Prodigy Communications Corporation ("Prodigy"), a Delaware
corporation, and amends SBC's statement on Schedule 13D filed on November 29,
1999, as amended and restated by Amendment No. 1 filed on June 12, 2000 and as
amended and restated by Amendment No. 2 filed on June 13, 2000.
The address of the principal executive office of Prodigy is: Prodigy
Communications Corporation, Building III, 6500 River Place Boulevard, Austin,
Texas 78730.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to include the following:
(a)-(j) SBC and Prodigy have entered into a Credit Agreement, dated as
of December 29, 2000, between Prodigy, as borrower, and SBC, as lender (the
"Credit Agreement").
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 Credit Agreement.
Pursuant to the Credit Agreement, SBC has agreed to make revolving
loans to Prodigy from time to time, for general corporate purposes, in the
maximum aggregate principal amount of $110,000,000. The Credit Agreement will
terminate on the earlier of December 31, 2003 or the termination of the
Commitments (the maximum aggregate amount of loans available under the Credit
Agreement). The loans will bear interest at a rate per annum equal to the one
month LIBOR plus 400 basis points and may be prepaid without penalty at any
time. The principal and accrued interest on all outstanding Loans are due upon
termination of the Credit Agreement. Prodigy's obligations under the Credit
Agreement rank at least pari passu in priority of payment with all of its other
unsecured debts.
The obligations of SBC to make any loans under the Credit Agreement
is conditioned on SBC having, among other things, received the favorable
written opinion of Prodigy's counsel. SBC's obligations are also conditioned
upon SBC and Prodigy having entered into an amended Strategic and Marketing
Agreement and Prodigy having obtained the approval of the Prodigy Board of
Directors to enter into such amended Strategic and Marketing Agreement. If
such conditions have not been satisfied or waived prior to January 19, 2001,
the Commitments Agreement will terminate at such time.
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Until the Credit Agreement has been terminated and the principal and
interest on each Loan has been paid in full, Prodigy will not: (i) create,
incur, assume or permit to exist any lien on any property owned by Prodigy,
other than certain permitted liens, (ii) merge with or into any other person,
unless no Event of Default shall have occurred or be continuing as a result
thereof and Prodigy is the surviving corporation, or dispose of all or
substantially all of its assets, (iii) engage in transactions with its
affiliates on terms and conditions less favorable than could be obtained on an
arm's-length basis, and (iv) except under limited circumstances, enter into any
agreement or arrangement that (a) imposes any condition on or restricts
Prodigy's ability to create, incur or permit to exist any lien on its property
or assets, or (b) imposes any condition on or restricts any Subsidiary's ability
to pay dividends or make other distributions with respect to its capital stock
or guarantee indebtedness.
The foregoing description of the Credit Agreement is qualified in its
entirety by reference to the Credit Agreement, a copy of which is filed herewith
and is specifically incorporated herein by reference in response to this Item 4.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5 is amended to include the following:
(a) SBC and SBC Sub continue to beneficially own 50,448,283 shares of Class A
Common Stock. However, due to issuances of shares of Class A Common Stock by
Prodigy, the 50,448,283 shares of Class A Common Stock currently represent
41.92% of the outstanding shares of Class A Common Stock (based on the number
of outstanding shares of Class A Common Stock as set forth in Prodigy's Form
10-Q for the period ended September 30, 2000 and 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).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 is amended to include the following:
See "Item 4. Purpose of Transaction" for a description of the Credit Agreement
which is qualified in its entirety by reference to the agreement and is
specifically incorporated herein by reference in answer to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following:
Exhibit L Credit Agreement, dated as of December 29, 2000,
between Prodigy Communications Corporation, as
borrower, and SBC Communications Inc., as lender.
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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: January 3, 2001
SBC COMMUNICATIONS INC.
By: /s/ Michael Viola
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Name: Michael Viola
Title: Vice President and Treasurer
SBC INTERNET COMMUNICATIONS, INC.
By: /s/ Thomas Giltner
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Name: Thomas Giltner
Title: Vice President
