Filed pursuant to Rule 424(b)(3).
Registration Statement No. 33-59713
SUPPLEMENT DATED JULY 8, 1998 TO THE PROSPECTUS
FOR THE
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
SHAREHOLDER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Southern New England Telecommunications Corporation
("SNET"), SBC Communications Inc. ("SBC") and a wholly-owned
subsidiary of SBC ("Merger Sub") have entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated
January 4, 1998, whereby SNET would merge with Merger Sub
and become a wholly-owned subsidiary of SBC (the "Merger").
Upon completion of the Merger, each share of SNET common
stock, par value $1.00 per share, would receive 1.7568
shares of SBC common stock, par value $1.00 per share.
This supplement amends the Prospectus, dated May 31, 1995,
as amended November 17, 1995, for the SNET Shareholder
Dividend Reinvestment and Stock Purchase Plan (the "SNET
Plan") to provide that participants in the SNET Plan, with
no further action on their part (except as set forth below
under the section entitled "Beneficial Ownership"), will
automatically become participants in the SBC Direct Stock
Purchase and Reinvestment Plan ("the SBC Plan") at the time
the Merger becomes effective. Under the SBC Plan, you will
be deemed to have made the same reinvestment elections as
you made under the SNET Plan. Be advised that if the Merger
is not completed, you will not become a participant in the
SBC Plan. Under such circumstances, your participation in
the SNET Plan will continue under its current terms and
conditions.
Enclosed for your careful review is the Prospectus, dated
February 6, 1998, for the SBC Plan, which describes the
terms and conditions of participation. Be advised that
conversion to the SBC Plan will be automatic if and when the
Merger is completed. If you do not wish to participate in
the SBC Plan, you must terminate your participation in the
SNET Plan by sending a written request to the following
address before the Merger becomes effective. The Merger may
become effective as early as September 2, 1998.
SNET Shareholder Dividend
Reinvestment and Stock Purchase Plan
c/o Boston EquiServe
P.O. Box 8200
Boston, Massachusetts 02266-8200
Telephone: 1-800-243-1110
Telephone (from outside the United States): (781) 575-2000 (collect)
If you do not wish to participate in the SBC Plan after the
Merger is completed, your written request to terminate
participation in the SNET Plan must indicate either:
That you wish to sell all whole shares and any
fractional shares held in your SNET Plan account. Upon
receipt of a written request, the SNET Transfer Agent will
normally complete the sale for your account within one week
after receiving the request. The proceeds of the sale, less
brokerage commission and any applicable transfer or
withholding taxes, will be forwarded to you within two weeks
after the date of the sale. Your SNET Plan account will
then be closed. If the Merger occurs after the SNET
Transfer Agent receives your request, but prior to the
actual sale of the shares, then the SNET Transfer Agent will
forward your request to the SBC Plan Administrator. Your
request will then be treated as a request to terminate
participation in the SBC Plan and to sell the SBC shares you
have received in exchange for the SNET shares previously
held in your SNET Plan account.
That you wish to have a certificate issued in your name
for the number of whole shares held in your SNET Plan
account and a cash payment for any fractional shares held in
your account. Upon receipt of your written request, the
SNET Transfer Agent will issue a certificate for the number
of whole shares held in your SNET Plan account, and a check
in payment for fractional shares, within two weeks of
receiving the request. If the Merger occurs prior to the
distribution of the certificate and cash payment, then the
SNET Transfer Agent will forward your request to the SBC
Plan Administrator. The SBC Plan Administrator will issue a
certificate to you for the number of whole shares of SBC you
received in the Merger in exchange for the SNET shares
previously held in your SNET Plan account and will sell the
fractional share on your behalf.
If you do not wish to participate in the SBC Plan, please
send your written request to terminate your participation in
the SNET Plan as soon as possible. Please indicate your
shareholder account and/or Social Security number and a
telephone number where you can be reached during business
hours on all correspondence with the SNET Transfer Agent.
If you wish to participate in the SBC Plan after the Merger,
you should be aware that such participation will be subject
to the terms and conditions of the SBC Plan as set forth in
the enclosed SBC Plan Prospectus, dated February 6, 1998, as
it may be amended from time to time. You should carefully
read this Prospectus, as there are some differences between
the SNET Plan and the SBC Plan. The SBC Plan does charge
certain fees to participants that the SNET Plan does not,
including, for example, account maintenance fees of 5% of
each reinvested quarterly dividend, not to exceed $1 per
quarter. The SNET Plan will terminate if and when the
Merger is completed. After the Merger is completed, you
should contact the SBC Plan Administrator (see the SBC Plan
Prospectus for contact information) with any questions about
the SBC Plan.
Transition from the SNET Plan to the SBC Plan
SNET Dividends
If you remain in the SNET Plan, any cash dividends declared
by SNET with a record date prior to, but a payment date
after, the Merger will be invested in shares of SBC stock in
accordance with the SBC Plan. These dividends will be
treated by the SBC Plan Administrator as optional cash
investments under the SBC Plan. No fees are charged for
optional cash investments in the SBC Plan.
Supplemental Contributions
Any supplemental contributions received from SNET Plan
participants less than 4 days prior to the completion of the
Merger that have not been invested in shares of SNET stock
in accordance with the SNET Plan will be transferred to the
SBC Plan and treated as an optional cash investment in the
SBC Plan.
Pending Sale of Shares
Under the SNET Plan, you have the right to request that any
shares held in your SNET Plan account be sold. Such sale is
generally made within one week after the SNET Transfer Agent
receives your written request to sell or as soon thereafter
as is reasonably practicable. The last sale date under the
SNET Plan will be 4 days prior to the completion of the
Merger. If, prior to the Merger, you request such a sale,
and the Merger is completed before your shares are sold, the
SNET Transfer Agent will send the request to the SBC Plan
Administrator. At this time your SNET shares will be
converted to SBC shares in accordance with the Merger
Agreement, and the SBC Plan Administrator will then sell the
SBC shares in accordance with the terms of and fees charged
by the SBC Plan.
Beneficial Ownership
The SNET Plan allows participation by shareholders who
beneficially own shares that are registered in someone
else's name (i.e., bank, broker or other nominee)
("Beneficial Owners"). The SBC Plan does not allow such
participation. Beneficial Owners of SNET stock who wish to
continue to participate in the SBC Plan after the Merger is
completed must have their shares registered in their own
names prior to the Merger being completed. At the time
their shares are registered in their own name, they may then
elect to participate in the SBC Plan by following the
instructions contained in the SBC Plan Prospectus.
This Supplement amends the Prospectus, dated May 31, 1995,
as amended November 17, 1995, with respect to the SNET Plan,
copies of which were previously provided to you. To obtain
another copy of such Prospectus, you may contact Boston
EquiServe, the SNET Transfer Agent, at 1-800-243-1110.