SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): June 17, 1999
SBC COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8610 43-1301883
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
175 E. Houston, San Antonio, Texas 78205
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 821-4105
Page 1 of 6
ITEM 5. OTHER EVENTS.
On June 17, 1999, SBC Communications Inc. (the "Registrant") issued a
press release, the text of which is attached hereto as Exhibit 99.1 and
incorporated herein in its entirety, announcing that today it commenced an offer
to purchase and consent solicitation (the "Tender Offer") for all of the
outstanding 9 1/2% Senior Notes due May 1, 2007 (the "Securities") issued by
Comcast Cellular Corporation ("Comcast Cellular"), in connection with the
closing of SBC Communications Inc.'s purchase of all stock of Comcast Cellular,
which is expected to be consummated shortly. The Tender Offer will expire at
5:00 p.m., New York City time, on July 15, 1999, unless extended or earlier
terminated. The time by which holders must tender Securities in order to be
eligible to receive a consent payment of 3.5% of the principal amount of each
Security purchased will be 5:00 p.m., New York City time, on June 30, 1999,
unless extended (the "Consent Payment Deadline"). Withdrawal rights for any
Securities tendered will expire at 5:00 p.m., New York City time, on the first
business day after the Consent Payment Deadline.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are filed herewith:
Exhibit
Number Description
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99.1 Registrant's press release, dated June 17, 1999
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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 hereunto duly authorized.
SBC COMMUNICATIONS INC.
Date: June 17, 1999 By: /s/ Donald E. Kiernan
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Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
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99.1 Registrant's press release, dated June 17, 1999 5
Page 4 of 6