FORM l0-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from______to______
Commission file Number l-8610
SBC COMMUNICATIONS INC.
Incorporated under the laws of the State of Delaware
I.R.S. Employer Identification Number 43-1301883
175 E. Houston, San Antonio, Texas 78205
Telephone Number 210-821-4105
SBC Communications Inc. hereby amends the following exhibits of its Annual
Report for the year ended December 31, 1998 on Form 10-K as set forth in the
pages attached hereto:
(1) Exhibit 99-d Annual Report on Form 11-K for the SNET Bargaining Unit
Retirement Savings Plan for the year 1998.
(2) Exhibit 99-e Annual Report on Form 11-K for the SNET Management
Retirement Savings and Security Plan for the year 1998.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized on the 28th day of June, 1999.
SBC COMMUNICATIONS INC.
By /s/ Donald E. Kiernan
------------------------------
Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
June 28, 1999
Exhibits to Form 10-K
Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission (SEC), are incorporated herein by reference as exhibits
hereto. Unless otherwise indicated, all exhibits so incorporated are from
File No. 1-8610.
Exhibit
Number......................................................
2-a Agreement and Plan of Merger, among Pacific Telesis Group, SBC
Communications Inc. and SBC Communications (NV) Inc., dated as of
April 1, 1996. (Exhibit 2 to Form 8-K, dated April 1, 1996.)
2-b Agreement and Plan of Merger, among Southern New England
Telecommunications Corporation, SBC Communications Inc., and SBC
(CT), dated as of January 4, 1998. (Exhibit 2 to Form 8-K, dated
January 4, 1998.)
2-c Agreement and Plan of Merger among Ameritech Corporation, SBC and
SBC Delaware, Inc., dated as of May 10, 1998. (Exhibit 2 to Form
8-K, dated May 10, 1998.)
3-a Restated Certificate of Incorporation, filed with the Secretary of
State of Delaware on April 28, 1998. (Exhibit 3-a to Form 10-Q dated
March 31, 1998.)
3-b Certificate of Designation, filed with the Secretary of State of
Delaware on March 31, 1997.
3-c Bylaws dated June 26, 1998. (Exhibit 3-c to Form 10-K for 1998.)
4-a Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), no instrument
which defines the rights of holders of long-term debt of the
registrant or any of its consolidated subsidiaries is filed
herewith. Pursuant to this regulation, the registrant hereby agrees
to furnish a copy of any such instrument to the SEC upon request.
4-b Support Agreement dated November 10, 1986, between SBC and SBC
Communications Capital Corporation. (Exhibit 4-b to Registration
Statement No. 33-11669.)
4-c Resolutions guaranteeing certain obligations of Pacific Telesis
Group. (Exhibit 4-g to Form 10-K for 1997.)
10-a Short Term Incentive Plan. (Exhibit 10-a to Form 10-K for 1997.)
10-b Senior Management Long Term Incentive Plan. (Exhibit 10-b to
Form 10-K for 1992.)
10-c Supplemental Life Insurance Plan. (Exhibit 10-c to Form 10-K for
1997.)
10-d Supplemental Retirement Income Plan. (Exhibit 10-d to Form 10-K
for 1997.)
10-e Senior Management Deferred Compensation Plan (effective for Units of
Participation Having a Unit Start Date Prior to January 1, 1988),
revised July 30, 1993. (Exhibit 10.5 to Registration Statement No.
33-54795.)
10-f Senior Management Deferred Compensation Plan of 1988 (effective for
Units of Participation Having a Unit Start Date of January 1, 1988
or later), revised July 30, 1993. (Exhibit 10.6 to Registration
Statement No. 33-54795.)
10-g Senior Management Long Term Disability Plan. (Exhibit 10-f to
Form 10-K for 1986.)
10-h Salary and Incentive Award Deferral Plan. (Exhibit 10-h to Form
10-K for 1997.)
10-i Financial Counseling Program. (Exhibit 10-i to Form 10-K for
1997.)
10-j Supplemental Health Plan. . (Exhibit 10-j to Form 10-K for 1997.)
10-k Retirement Plan for Non-Employee Directors. (Exhibit 10-k to
Form 10-K for 1997.)
10-l Form of Indemnity Agreement, effective July 1, 1986, between SBC and
its directors and officers. (Appendix 1 to Definitive Proxy
Statement dated March 18, 1987.)
10-m Forms of Change of Control Severance Agreements for officers of SBC
and certain officers of SBC's subsidiaries (Exhibit 10-p to Form
10-K for 1988.)
10-n Forms of Change of Control Severance Agreements for officers of SBC
and certain officers of SBC's subsidiaries (Approved November 21,
1997). (Exhibit 10-n to Form 10-K for 1997.)
10-o Stock Savings Plan. (Exhibit 10-o to Form 10-K for 1997.)
10-p 1992 Stock Option Plan. (Exhibit 10-p to Form 10-K for 1997.)
10-q Officer Retirement Savings Plan. (Exhibit 10-q to Form 10-K for
1997.)
10-r 1996 Stock and Incentive Plan. (Exhibit 10-r to Form 10-K for 1998.)
10-s Non-Employee Director Stock and Deferral Plan. (Exhibit 10-s to
Form 10-K for 1997.)
10-t Pacific Telesis Group Deferred Compensation Plan for Nonemployee
Directors. (Exhibit 10gg to Form 10-K for 1996 of Pacific
Telesis Group (Reg. 1-8609).)
10-t(i) Resolutions amending the Plan, effective November 21, 1997.
(Exhibit 10-v(i) to Form 10-K for 1997.)
10-u Pacific Telesis Group Outside Directors' Deferred Stock Unit Plan.
(Exhibit 10oo to Form 10-K for 1995 of Pacific Telesis Group
(Reg. 1-8609).)
10-v Pacific Telesis Group 1996 Directors' Deferred Compensation Plan.
(Exhibit 10qq to Form 10-K for 1996 of Pacific Telesis Group
(Reg. 1-8609).)
10-v(i) Resolutions amending the Plan, effective November 21, 1997.
(Exhibit 10-v(i) to Form 10-K for 1997.)
10-w Pacific Telesis Group 1994 Stock Incentive Plan. (Attachment A to
Pacific Telesis Group's 1994 Proxy Statement filed March 11, 1994,
and amended March 14 and March 25, 1994.)
10-w(i) Resolutions amending the Plan, effective January 1, 1995.
(Attachment A to Pacific Telesis Group's 1995 Proxy
Statement, filed March 13, 1995.)
10-x Pacific Telesis Group Nonemployee Director Stock Option Plan.
(Exhibit A to Pacific Telesis Group's 1990 Proxy Statement filed
February 26, 1990.)
10-x(i) Resolutions amending the Plan, effective April 1, 1994.
(Exhibit 10xx(i) to Form 10-K for 1994 of Pacific Telesis
Group (Reg. 1-8609).)
12 Computation of Ratios of Earnings to Fixed Charges. (Exhibit 12
to Form 10-K for 1998.)
13 Portions of SBC's Annual Report to shareowners for the fiscal year
ended December 31, 1998. Only the information incorporated by
reference into this Form 10-K is included in the exhibit.
(Exhibit 13 to Form 10-K for 1998.)
21 Subsidiaries of SBC. (Exhibit 21 to Form 10-K for 1998.)
23-a Consent of Ernst & Young LLP. (Exhibit 23-a to Form 10-K for 1998.)
23-b Consent of PricewaterhouseCoopers LLP. (Exhibit 23-b to Form 10-K
for 1998.)
24 Powers of Attorney. (Exhibit 24 to Form 10-K for 1998.)
27 Financial Data Schedule. (Exhibit 27 to Form 10-K for 1998.)
99-a Report of Independent Accountants PricewaterhouseCoopers LLP.
(Exhibit 99-a to Form 10-K for 1998.)
99-b Annual Report on Form 11-K for the SBC Savings Plan for the year
1998 to be filed under Form 10-K/A.
99-c Annual Report on Form 11-K for the SBC Savings and Security Plan for
the year 1998 to be filed under Form 10-K/A.
99-d Annual report on Form 11-K for the SNET Bargaining Unit Retirement
Savings Plan for the year 1998.
99-e Annual report on Form 11-K for the SNET Management Retirement
Savings Plan for the year 1998.