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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1157778
(State of incorporation (IRS Employer
or organization) Identification No.)
227 Church Street 06510
New Haven, CT (Zip Code)
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each Class which each class is to
to be so registered be registered
Preference Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box.[ ]
Securities Act registration statement file number to which this
form relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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The Form 8-A dated December 13, 1996 of Southern New England
Telecommunications Corporation is hereby amended in its entirety to read as
follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 11, 1996, the Board of Directors of Southern New
England Telecommunications Corporation (the "Company") declared a dividend
of one preference share purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common Shares"), of
the Company. The dividend was payable on January 27, 1997 (the "Record
Date") to the shareholders of record on that date.
Upon the earlier of (i) the expiration of rights issued pursuant
to the Rights Agreement dated as of February 11, 1987 between the Company
and State Street Bank and Trust Company (the "Prior Rights Agreement") or
(ii) the redemption of the rights as provided in the Prior Rights Agreement
(the earlier of such dates referred to as the "Effective Date"), each Right
shall entitle the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preference Stock,
par value $1.00 per share (the "Preference Shares"), of the Company at a
price of $180 (the "Purchase Price"), subject to adjustment. The Rights are
described in a Rights Agreement dated December 11, 1996 as amended by the
Amendment to the Rights Agreement dated January 4, 1998 (the "Rights
Agreement") between the Company and State Street Bank and Trust Company as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of
the outstanding Common Shares or (ii) the date, if any, as may be
designated by the Board of Directors of the Company following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common
Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate with a copy of the Summary of Rights (as defined in the Rights
Agreement) attached. None of SBC Communications Inc., SBC (CT), Inc. or any
subsidiary of either shall be deemed to be an Acquiring Person solely by
virtue of (i) the announcement of the Merger as such term is defined in the
Agreement and Plan of Merger dated as of January 4, 1998 among SBC
Communications Inc., SBC (CT), Inc. and the Company (the "Merger
Agreement"), (ii) the acquisition of Common Shares of the Company pursuant
to the Merger or the Stock Option Agreement (as defined in the Merger
Agreement), (iii) the execution of the Merger Agreement or the Stock Option
Agreement or (iv) the consummation of the Merger or of the other
transactions contemplated in the Merger Agreement or the Stock Option
Agreement.
The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will be
transferred only with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a reference incorporating the Rights Agreement.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or an
attached copy of the Summary of Rights, will also constitute the transfer
of the Rights associated with the Common Shares being transferred. As soon
as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Distribution Date shall not be deemed to have occurred solely as the result
of (i) the announcement of the Merger, (ii) the
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acquisition of Common Shares of the Company pursuant to the Merger or the
Stock Option Agreement, (iii) the execution of the Merger Agreement or the
Stock Option Agreement or (iv) the consummation of the Merger or of the
other transactions contemplated in the Merger Agreement or the Stock Option
Agreement. The Rights will expire on the earlier of (x) the Close of
Business on February 11, 2007 or (y) the Effective Time (as such term is
defined in the Merger Agreement) (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preference Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preference Shares, (ii) upon the grant to holders
of the Preference Shares of certain rights or warrants to subscribe for or
purchase Preference Shares at a price, or securities convertible into
Preference Shares with a conversion price, less than the then-current
market price of the Preference Shares or (iii) upon the distribution to
holders of the Preference Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preference Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preference Share issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preference Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preference
Shares will be entitled to a minimum preferential liquidation payment of
$100 per share but will be entitled to an aggregate payment of 100 times
the payment made per Common Share. Each Preference Share will have 100
votes, voting together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares are
exchanged, each Preference Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preference Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest
in a Preference Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets
or earning power are sold after a person or group has become an Acquiring
Person, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event
that any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times
the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which
will have become void), in whole or in part, at an exchange ratio of one
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Common Share, or one one-hundredth of a Preference Share (or of a share of
a class or series of the Company's preference stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preference Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of
a Preference Share, which may, at the election of the Company, be evidenced
by depositary receipts) and in lieu thereof, an adjustment in cash will be
made based on the market price of the Preference Shares on the last trading
day prior to the date of exercise.
At any time prior to any person or group of affiliated or
associated persons becoming an Acquiring Person, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time on such basis with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, including
an amendment to lower certain thresholds described above to not less than
the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially
owned by any person or group of affiliated or associated persons and (ii)
10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
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ITEM 2. EXHIBITS.
Exhibit No. Description
4.1* Rights Agreement dated as of December 11, 1996, between
Southern New England Telecommunications Corporation and
State Street Bank and Trust Company, as Rights Agent,
which includes the Certificate of Designations for the
Series A Junior Participating Preference Stock as
Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preference Shares
as Exhibit C.
4.2 Amendment to Rights Agreement dated as of January 4,
1998.
- - ----------------------
* Incorporated by reference to Exhibit 4 to Form 8-K dated December 13,
1996, File No. 1-9157.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: January 6, 1998 SOUTHERN NEW ENGLAND TELECOMMUNICATIONS
CORPORATION
(Registrant)
By: /s/ Madelyn M. DeMatteo
-----------------------
Name: Madelyn M. DeMatteo
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
4.1* Rights Agreement dated as of December 11, 1996, between
Southern New England Telecommunications Corporation and
State Street Bank and Trust Company, as Rights Agent,
which includes the Certificate of Designations for the
Series A Junior Participating Preference Stock as
Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preference Shares
as Exhibit C.
4.2 Amendment to Rights Agreement dated as of January 4,
1998.
- - ----------------------
* Incorporated by reference to Exhibit 4 to Form 8-K dated December 13,
1996, File No. 1-9157.
AMENDMENT dated as of January 4, 1998, to the Rights
Agreement dated as of December 11, 1996 (the "Rights
Agreement"), between SOUTHERN NEW ENGLAND TELECOMMUNICATIONS
CORPORATION (the "Company") and STATE STREET BANK AND TRUST
COMPANY, as Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken prior to
executing the Merger Agreement and Stock Option Agreement referred to
below:
Section 1. Amendments to Rights Agreement. The Rights Agreement
is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, none of SBC Communications Inc., SBC (CT), Inc. or any
Affiliate or Associate of either shall be deemed to be an
Acquiring Person, either individually or collectively, solely by
virtue of (i) the announcement of the Merger (as such term is
defined in the Merger Agreement), (ii) the acquisition of Common
Shares of the Company pursuant to the Merger or the Stock Option
Agreement, (iii) the execution of the Merger Agreement or the
Stock Option Agreement or (iv) the consummation of the Merger or
of the other transactions contemplated in the Merger Agreement or
the Stock Option Agreement."
(b) The following definitions shall be added to Section 1 of the
Rights Agreement:
"(o) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of January 4, 1998 among SBC Communications Inc.,
SBC (CT), Inc. and the Company."
"(p) "Stock Option Agreement" shall mean the Stock Option
Agreement dated as of January 4, 1998 between the Company and SBC
Communications Inc."
(c) Section 3(a) of the Rights Agreement is amended (i) to add
the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred solely
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as the result of (i) the announcement of the Merger, (ii) the
acquisition of Common Shares of the Company pursuant to the
Merger or the Stock Option Agreement, (iii) the execution of the
Merger Agreement or the Stock Option Agreement or (iv) the
consummation of the Merger or of the other transactions
contemplated in the Merger Agreement or the Stock Option
Agreement."; and
(ii) to replace the words "the tenth day (or such later date
as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring
Person") in Section 3(a)
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with the following: "the date, if any, as may be designated by the Board of
Directors of the Company".
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Connecticut applicable
to contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above
written.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION,
by: /s/ Daniel J. Miglio
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Name: Daniel J. Miglio
Title: Chairman of the Board
and Chief Executive Officer
STATE STREET BANK & TRUST COMPANY,
as Rights Agent
by: /s/ Stephen Cesso
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Name: Stephen Cesso
Title: Vice President &
Associate Counsel
