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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 22, 1994
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 1-9157 06-1157778
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
227 Church Street, New Haven, Connecticut 06510
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 771-5200
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 22, the registrant announced that it has reached definitive
agreements with Bell Atlantic Corporation and NYNEX to purchase certain
cellular properties that are within or contiguous to areas served by
SNET Mobility, Inc., a wholly-owned subsidiary of the registrant. The
properties to be purchased include all of Rhode Island and the New Bedford,
Massachusetts area now owned by Bell Atlantic as well as NYNEX's ownership
of 80 percent of the Pittsfield, Massachusetts market and a 16.1 percent
interest in a cellular partnership currently 82.5 percent owned and managed
by the registrant.
These acquisitions, for an aggregate purchase price of approximately
$450 million in cash, will add an estimated 2.3 million people, or POPS,
to the registrant's cellular service area for a combined market population
of over 5.5 million POPS. The registrant expects to finance these
acquisitions with debt.
The closing of these transactions is subject to the consummation by Bell
Atlantic and NYNEX of their cellular joint venture, the formation of which
requires their sale of these properties. It is also subject to approval
by the Federal Communications Commission and the United States Department
of Justice. In addition, the acquisition of the Pittsfield property is
subject to a right of first refusal by a third party.
The dilution to the registrant's earnings per share for 1995, assuming
these acquisitions closed on January 1, 1995, would range from 7 percent
to 9 percent as compared to external analyst expectations for the registrant's
1995 earnings. However, since the closing of these transactions is dependent
upon the events described above, the registrant does not expect these
transactions to close until later in 1995. Accordingly, such 1995 dilution
to earnings should be significantly less than 7 percent to 9 percent.
On November 22, Moody's Investors Service confirmed the registrant's
senior unsecured long-term debt rating of A1 and the Prime-1 short-term
rating.
On November 23, Standard & Poor's Corporation ("S&P") placed its AA long-
term debt and A-1+ commercial paper ratings of the registrant on CreditWatch
with negative implications. Additionally, S&P placed the AA long-term debt
rating of The Southern New England Telephone Company on CreditWatch with
negative implications. The registrant anticipates that S&P will reach its
final decision on such credit ratings by the end of 1994.
The news release providing the announcement by the registrant is filed as
an exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
Ex. 20. News release issued November 22, 1994.
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SIGNATURES
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, thereunto duly authorized.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
Dated: November 28, 1994 By: /s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
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SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit
Number
20 News release issued November 22, 1994.
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SNET
We go beyond the call.
227 Church Street
New Haven, Connecticut 06506 News Release
For further information, contact: Bill Seekamp
(203) 771-2136
November 22, 1994
SNET SIGNIFICANTLY EXPANDS CELLULAR BUSINESS IN
BOSTON-NEW YORK CORRIDOR
SNET (NYSE:SNG) announced today that it has reached
definitive agreements with Bell Atlantic Corporation
(NYSE:BEL) and NYNEX (NYSE:NYN) to purchase certain
cellular properties that are within or contiguous to areas
already served by SNET Mobility. The properties to be
purchased include all of Rhode Island and the New Bedford,
Massachusetts area now owned by Bell Atlantic as well as
NYNEX's ownership of 80 percent of the Pittsfield,
Massachusetts market and a 16.1 percent interest in a
cellular partnership currently 82.5 percent owned and
managed by SNET.
The acquisition will add approximately 2.3 million
people - or POPs - to SNET's cellular service area for a
combined market covering a population of over 5.5 million
POPs, and increases SNET's POPs by 70 percent. POPs is an
industry term referring to population of the cellular area
served. Under the agreement, SNET Mobility will pay
approximately $450 million in cash for a combination of
controlled and minority interests.
"With the purchase of these cellular properties,
we are seizing a unique opportunity to dramatically increase
our presence in the fastest growing
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segment of the telecommunications industry," said Daniel J.
Miglio, SNET Chairman and CEO. "All of these properties are
within or adjacent to cellular properties we already serve,
significantly expanding our position in the strategic New
York - Boston corridor. We look forward to bringing our
high quality wireless communications service to an expanded
marketplace in one of the most communications-intensive
corridors in the world. This acquisition improves the
economies of scale in our cellular business and it
strengthens our competitive position in the wireless
marketplace. This represents an excellent business growth
opportunity for SNET and its investors and is consistent
with our overall business strategy of investing in key
growth areas of telecommunications including wireless, long
distance and the information superhighway we are building in
Connecticut called I-SNET."
SNET Mobility currently serves an area consisting of
over 3.2 million POPs. This area includes the metropolitan
areas of Hartford, Bridgeport, New Haven and New London,
Connecticut and Springfield, Massachusetts as well as the
rural service areas of Windham and Litchfield, Connecticut
and Franklin, Massachusetts.
Closing of this transaction is subject to the
consummation by Bell Atlantic and NYNEX of their cellular
joint venture, the formation of which requires their sale of
these properties. It is also subject to approval by the
Federal Communications Commission and the US Department of
Justice. In addition, the acquisition of the Pittsfield
property is subject to a right of first refusal by a third
party.
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SNET is an independent telecommunications company that
offers through its subsidiaries network and information-
management services and communications systems; in-state,
national and international long-distance
communications service; directory publishing and advertising
services; and cellular mobile phone and paging services.
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APPENDIX A
The final page of the News Release is entitled
"SNET Mobility Service Area" and contains two
graphics depicting geographical areas. The states of Connecticut,
Massachusetts and Rhode Island are featured in one graphic.
Those areas in Connecticut and in the Springfield, Massachusetts
corridor where SNET Mobility's current ownership interest
will increase are highlighted in diagonal stripes.
The to-be-acquired contiguous cellular properties not
currently served by SNET Mobility (Pittsfield and
New Bedford, Massachusetts areas along with the
entire state of Rhode Island) are highlighted
in black. The second graphic depicts the same information
as the first graphic and also outlines the east coast south to
Washington, D.C.
