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United States
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: April 10, 2000
SBC Communications Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8610 43-1301883
(State of (Commission File No.) (IRS Employer No.)
incorporation)
175 E. Houston, San Antonio, Texas 78205
(Address of principal executive offices) (Zip Code)
(210) 821-4105
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events
SBC Communications Inc., a Delaware corporation ("SBC"), and BellSouth
Corporation, a Georgia corporation ("BellSouth"), entered into a Contribution
and Formation Agreement, dated as of April 4, 2000 (the "Contribution
Agreement"). Pursuant to the terms of the Contribution Agreement, each of SBC
and BellSouth agreed to contribute to a limited liability company to be formed
under the laws of Delaware (the "LLC") substantially all of their respective
United States wireless voice and wireless data businesses (as more fully
described in the Contribution Agreement). Pursuant to the terms of the
Contribution Agreement, at the Closing (as defined in the Contribution
Agreement), SBC will own approximately 60% of the outstanding interests in the
LLC and BellSouth will own approximately 40% of the outstanding interests in the
LLC, with the remainder of the interests to be held by a corporation to be
formed under the laws of Delaware ("Manager") and owned equally by SBC and
BellSouth. The Closing is conditioned upon the satisfaction or due waiver of
various conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of approvals
from the Federal Communications Commission. The foregoing description is
qualified in its entirety by reference to the Contribution Agreement.
In connection with the execution of the Combination Agreement, SBC and BellSouth
agreed to the forms of various agreements to be entered into either at or prior
to the Closing, including the terms of the Limited Liability Company Agreement
of the LLC (the "LLC Agreement"), the certificate of incorporation of Manager
and agreements for the provision of services between the LLC and each of
BellSouth and SBC, although these forms may be modified by the agreement of
BellSouth and SBC prior to Closing. The LLC Agreement is expected to govern the
LLC, but also sets forth certain relationships between and among SBC, BellSouth
and the LLC. The LLC Agreement provides that each of BellSouth and SBC will, for
as long as it holds at least 10% of the total equity securities of the LLC and
holds shares of the Class B Common Stock of Manager, only engage in the wireless
business through the LLC, with limited exceptions. In addition, the LLC would
agree that with respect to certain telecommunications services, including local
exchange calling, it would only utilize and sell the services of SBC or
BellSouth or their applicable controlled subsidiaries when acting in the markets
in which SBC or BellSouth, as the case may be, is the incumbent local exchange
carrier (except in circumstances when the LLC would be materially
disadvantaged).
The LLC would be managed by Manager. Many of the important business decisions of
the LLC are to be made by the Strategic Review Committee of the Board of
Directors of
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Manager (the "Strategic Review Committee"). The Strategic Review Committee would
be composed of four members, with two being appointed by each of SBC and
BellSouth. Half of the members of the Board of Directors of Manager are to be
nominated by BellSouth and the other half are to be nominated by SBC. The LLC
Agreement would also provide that neither BellSouth nor SBC would be permitted
to directly or indirectly transfer their interests in the LLC, subject to
certain exceptions, prior to an initial public offering of securities of
Manager.
The Contribution Agreement is attached hereto as Exhibit 10(a) and is
incorporated herein by reference.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
10(a) Contribution and Formation Agreement, dated as of April 4, 2000,
between SBC Communications Inc. and BellSouth Corporation.
Item 8. Not Applicable.
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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.
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
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Name: Donald E. Kiernan
Title: Senior Executive
Vice President
and Chief Financial
Officer
April 10, 2000