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): October 26, 1998
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)
- 1 -
Item 1. Change in Control of Registrant
At 8:32 a.m. on October 26, 1998, Southern New England Telecommunications
Corporation, a Connecticut corporation ("SNET"), and SBC Communications Inc.,
a Delaware corporation ("SBC"), consummated a merger (the "Merger") whereby
SBC (CT), Inc., a Connecticut corporation and a wholly-owned susbidiary of
SBC ("Merger Sub"), was merged with and into SNET, pursuant to the Agreement
and Plan of Merger, dated as of January 4, 1998 among SNET, SBC and Merger
Sub. As a result of the Merger, SNET has become a wholly-owned subsidiary of
SBC.
Pursuant to the terms of the Merger Agreement, at the effective time of
the Merger each issued and outstanding share of common stock, par value $1.00
per share, of SNET was converted into and became exchangeable for 1.7568
shares of common stock, par value $1.00 per share, of SBC.
In accordance with the Merger Agreement, at the effective time of the
Merger the directors of Merger Sub became the directors of SNET, and Joyce M.
Roche, a member of SNET's board of directors since 1997, was appointed to
SBC's Board of Directors.
Item 7. Financial Statements, Pro forma Financial
Information and Exhibits.
Exhibit 2.1 Agreement and Plan of Merger, dated as of January 4, 1998,
among Southern New England Telecommunications Corporation,
SBC Communications Inc. and SBC (CT), Inc. (incorporated
by reference to exhibit 2.1 of the SNET's current report on
Form 8-K, dated January 5, 1998).
- 2 -
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: October 26, 1998 By: /s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
- 3 -
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit
Number
Exhibit 2.1 Agreement and Plan of Merger, dated as of January 4, 1998,
among Southern New England Telecommunications Corporation,
SBC Communications Inc. and SBC (CT), Inc. (incorporated
by reference to exhibit 2.1 of the SNET's current report on
Form 8-K, dated January 5, 1998).
