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): December 11, 1996
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 1-9157 No. 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 December 11, 1996, the Board of Directors of
Southern New England Telecommunications Corporation (the
"Company") declared a dividend of one preference share pur-
chase right (a "Right") for each outstanding share of common
stock, par value $1.00 per share (the "Common Shares"), of the
Company. The dividend is 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 (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 ben-
eficial ownership of 20% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announce-
ment 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 out
standing 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 this Summary of Rights attached.
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The Rights Agreement provides that, until the Dis-
tribution 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 this Summary of Rights, will also constitute the
transfer of the Rights associated with the Common Shares being
transferred. As soon as practicable following the Distribu-
tion 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 Distribu-
tion Date. The Rights will expire on February 11, 2007 (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.
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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 there after 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 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).
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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 the acquisition by a person or
group of affiliated or associated persons of beneficial own
ership of 20% or more of the outstanding Common Shares, 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 7. Financial Statements, Pro forma Financial Information
and Exhibits.
Exhibit 4 Rights Agreement, dated as of December 11, 1996,
between the Company 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. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the
earlier of the tenth day after public announcement
that a person or group has acquired beneficial
ownership of 20% or more of the Common Shares or
the tenth business day after a person commences,
or announces its intention to commence, 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 Common
Shares.
Exhibit 20 News Release issued December 11, 1996.
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SIGNATURE
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: December 13, 1996 By: /s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
4 Rights Agreement, dated as of December 11, 1996,
between the Company 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. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until
as soon as practicable after the earlier of the
tenth day after public announcement that a person
or group has acquired beneficial ownership of 20%
or more of the Common Shares or the tenth business
day after a person commences, or announces its
intention to commence, 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 Common Shares.
20 News Release issued December 11, 1996.