0000950123-01-507796.txt : 20011107 0000950123-01-507796.hdr.sgml : 20011107 ACCESSION NUMBER: 0000950123-01-507796 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011102 GROUP MEMBERS: SBC INTERNET COMMUNICATIONS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRODIGY COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000824740 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043323363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55923 FILM NUMBER: 1773541 BUSINESS ADDRESS: STREET 1: 6500 RIVER PLACE BOULEVARD STREET 2: BUILDING III CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 5125271150 MAIL ADDRESS: STREET 1: 6500 RIVER PLACE BUILDING III CITY: AUSTIN STATE: TX ZIP: 78730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SBC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732717 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 431301883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-4 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2108214105 MAIL ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-4 CITY: SAN ANTONIO STATE: TX ZIP: 78205 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN BELL CORP DATE OF NAME CHANGE: 19920703 SC 13E3/A 1 e91436e6sc13e3a.txt AMENDMENT #6 TO SCHEDULE 13E3: PRODIGY/SBC ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO (RULE 14d-100) (AMENDMENT NO. 6 -- FINAL AMENDMENT) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- PRODIGY COMMUNICATIONS CORPORATION (NAME OF SUBJECT COMPANY) PRODIGY COMMUNICATIONS CORPORATION (ISSUER) SBC INTERNET COMMUNICATIONS, INC. (OFFEROR) SBC COMMUNICATIONS INC. (OFFEROR) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) CUSIP 74283 P107 (CUSIP NUMBER OF CLASS OF SECURITIES) WAYNE A. WIRTZ SBC COMMUNICATIONS INC. 175 E. HOUSTON STREET SAN ANTONIO, TX 78205 (210) 351-3736 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) WITH A COPY TO: JOSEPH B. FRUMKIN SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NY 10004-2498 (212) 558-4000 ---------------- CALCULATION OF FILING FEE Transaction Valuation(1): $495,605,306 Amount of Filing Fee(2): $99,125 (1) For purposes of calculating fee only. This amount is based upon (a) the maximum number of Shares to be purchased pursuant to the Offer and (b) the price offered per Share. (2) The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the Transaction Valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $99,125 Form or Registration No.: Not applicable Filing Party: SBC Internet Communications, Inc. SBC Communications Inc. Date Filed: October 2, 2001, October 19, 2001 and October 26, 2001. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] ================================================================================ 2 ---------------------- CUSIP NO. 74283 P 10 7 ---------------------- -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SBC Communications Inc.; I.R.S. Identification No. 43-1301883 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC, 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 114,360,477 ------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 114,360,477 WITH ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,360,477 shares -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.61% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO -------------------------------------------------------------------------------- 3 ---------------------- CUSIP NO. 74283 P 10 7 ---------------------- -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SBC Internet Communications, Inc.; I.R.S. Identification No. 74-2937337 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC, 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 114,299,227 ------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 114,299,227 WITH ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,299,227 shares -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.56% --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- 4 This Amendment No. 6 amends and supplements the Tender Offer Statement, Rule 13e-3 Transaction Statement and Schedule 13D/A filed under cover of Schedule TO (as amended, the "Schedule TO") by SBC Internet Communications, Inc., a Delaware corporation ("SBC Internet") and an indirect wholly owned subsidiary of SBC Communications Inc., a Delaware corporation ("SBC"), to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share (the "Shares"), of Prodigy Communications Corporation, a Delaware corporation ("Prodigy"), at a purchase price of $6.60 per Share net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 2, 2001 (the "Offer to Purchase") as supplemented by the Supplement thereto, dated October 19, 2001 (the "Supplement"), and in the related Revised Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Amended Offer"). Item 13 of the Schedule TO, the information required by Schedule 13E-3, is being amended and supplemented by this Amendment No. 6, which includes Prodigy as a filing party and incorporates the sections relating to Prodigy. Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase and the Supplement. ITEM 12. EXHIBITS (a)(1)(xviii) Joint Press Release issued by SBC and Prodigy dated November 2, 2001. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY At 12:00 Midnight, New York City time, on Thursday, November 1, 2001, the tender offer expired. Based on the report of the Depositary, Gemstone, Inc., a Delaware corporation and direct wholly owned subsidiary of SBC Internet, acquired approximately 63,850,944 Shares (including guaranteed deliveries) pursuant to the Amended Offer, which brings SBC's equity ownership in Prodigy to approximately 90.6 percent. All Shares validly tendered prior to the expiration of the Amended Offer were accepted for payment. The full text of the press release announcing completion of the Amended Offer is attached as Exhibit (a)(1)(xviii) hereto and incorporated herein by reference. 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SBC INTERNET COMMUNICATIONS, INC. By: /s/ Richard C. Dietz ------------------------------------ Name: Richard C. Dietz Title: President SBC COMMUNICATIONS INC. By: /s/ James S. Kahan ------------------------------------ Name: James S. Kahan Title: Senior Executive Vice President - Corporate Development After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in Item 13 of this statement is true, complete and correct. PRODIGY COMMUNICATIONS CORPORATION By: /s/ Daniel Iannotti ------------------------------------ Name: Daniel Iannotti Title: Senior Vice President, General Counsel & Secretary Dated: November 2, 2001 EXHIBIT INDEX EXHIBIT DESCRIPTION (a)(1)(i)* Offer to Purchase dated October 2, 2001. (a)(1)(ii)* Letter of Transmittal. (a)(1)(iii)* Notice of Guaranteed Delivery. (a)(1)(iv)* Letter from the Dealer Managers to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(v)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vi)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(vii)* Summary Advertisement as published on October 2, 2001. (a)(1)(viii)* Press Release issued by SBC on September 21, 2001. (a)(1)(ix)* Press Release issued by SBC on October 15, 2001. (a)(1)(x)* Press Release issued by SBC and Prodigy, dated October 18, 2001. (a)(1)(xi)* Letter Agreement, dated October 17, 2001, between SBC and each of Telefonos de Mexico, S.A. de C.V., Carso Global Telecom, S.A. de C.V. and Telmex Financial Ventures, LLC. (a)(1)(xii)* Supplement to the Offer to Purchase, dated October 19, 2001. (a)(1)(xiii)* Revised Letter of Transmittal. (a)(1)(xiv)* Revised Notice of Guaranteed Delivery. (a)(1)(xv)* Revised Letter from the Dealer Managers to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(xvi)* Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(xvii)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(xviii) Joint Press Release issued by SBC and Prodigy dated November 2, 2001. (a)(2)(i)* Solicitation/Recommendation Statement on Schedule 14D-9, dated October 16, 2001. (a)(2)(ii)* Solicitation/Recommendation Statement (Amendment No. 1) on Schedule 14D-9, dated October 18, 2001. (a)(2)(iii)* Solicitation/Recommendation Statement (Amendment No. 2) on Schedule 14D-9, dated October 19, 2001. (a)(5)(i)* Complaint of Leonard Schwartz, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(ii)* Complaint of Rose Meisner, on behalf of herself and all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(iii)* Complaint of Mary Jane Crescente, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(iv)* Complaint of Rolling Investor Group, Inc., individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(v)* Complaint of Bertha Mandelbaum, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(vi)* Complaint of Katy Lemberg, individually and on behalf of all others similarly situated, against SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. 7 (a)(5)(vii)* Complaint of Fishel Rispler, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(viii)* Complaint of Barry Feldman, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(ix)* Complaint of Joseph Leone, individually and on behalf of all others similarly situated, against SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 24, 2001. (a)(5)(x)* Complaint of Toby R. Madison, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 26, 2001. (a)(5)(xi)* Complaint of Thomas Ford, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 26, 2001. (a)(5)(xii)* Complaint of Hans Kastensmith, individually and on behalf of all others similarly situated, against Prodigy Communications Corporation, SBC Communications Inc., et. al. filed in the Court of Chancery of the State of Delaware on September 28, 2001. (a)(5)(xiii)* Memorandum of Understanding, dated October 17, 2001. (c)(1)(i)* Report of Goldman, Sachs & Co. to SBC Communications Inc., dated June 19, 2001. (c)(1)(ii)* Opinion of Deutsche Banc Alex. Brown Inc., dated October 17, 2001 (incorporated herein by reference to Exhibit 11 to Solicitation/Recommendation Statement (Amendment No. 2), dated October 19, 2001). (c)(1)(iii)* Report of Deutsche Banc Alex. Brown Inc., dated October 16, 2001 (incorporated herein by reference to Exhibit 10 to Solicitation/Recommendation Statement (Amendment No. 2), dated October 19, 2001)). (d)(1)* Agreement and Plan of Merger, dated October 17, 2001. (f)(1)* Section 262 of the Delaware General Corporation Law (included as Schedule D of the Offer to Purchase filed thereto as Exhibit (a)(1)(i)). ---------------- * Previously filed. 8 EX-99.A.1.XVIII 3 e91436e6ex99-a_1xviii.txt JOINT PRESS RELEASE NEWS RELEASE For more information, contact: Larry Solomon, SBC Communications, 210-351-3990 Denise Clark Fraser, Prodigy, 512-527-1120 SBC COMMUNICATIONS COMPLETES TENDER OFFER FOR PRODIGY'S CLASS A COMMON STOCK SAN ANTONIO (November 2, 2001) - SBC Communications Inc. (NYSE:SBC) announced today that it has successfully completed its tender offer for the outstanding Class A common stock of Prodigy Communications Corporation. The offering period for the tender offer expired at 12:00 Midnight, New York City time, on Thursday, November 1, 2001. As of the expiration of the offer, approximately 63.85 million shares (including guaranteed deliveries), of Prodigy Class A common stock, representing approximately 90.6% of Prodigy's outstanding Class A shares, had been tendered. SBC has accepted for payment all validly tendered shares. Payments for accepted shares will be made promptly through American Stock Transfer & Trust Company, the depositary for the offer. Because the tendered shares represent more than 90% of the Prodigy Class A shares, SBC will be able to cause a subsidiary to merge into Prodigy without any further action by Prodigy stockholders. This merger is expected to occur early next week. Prodigy stockholders who did not tender into the tender offer will be mailed information about the merger. # # # SBC COMMUNICATIONS INC. (www.sbc.com) is a global communications leader. Through its subsidiaries' trusted brands - SBC Southwestern Bell, SBC Ameritech, SBC Pacific Bell, SBC Nevada Bell, SBC SNET and Sterling Commerce - and world-class network, SBC companies provide a full range of voice, data, networking and e-business services, including local and long-distance, high-speed Internet access and data transport, network integration, software and process integration, Web site and application hosting, e-marketplace development, paging and messaging, as well as directory advertising and publishing. America's leading provider of high-speed DSL Internet service, SBC companies currently have more than 60 million access lines nationwide. SBC has a 60 percent equity interest in CINGULAR WIRELESS, its joint venture with BellSouth, which serves more than 21 million wireless customers. Internationally, SBC has telecommunications investments in 28 countries and has annual revenues that rank it among the largest Fortune 500 companies. PRODIGY COMMUNICATIONS CORPORATION (www.prodigy.com): Prodigy Communications Corporation (NASDAQ: PRGY) is one of the nation's largest internet service providers serving both owned and managed dial and DSL subscribers. With its alliance with SBC Communications, Prodigy is the industry leader in serving DSL subscribers. Prodigy delivers fast and reliable internet access and user-friendly internet-based products, services and information via a nationwide network covering more than 850 locations in all 50 states, allowing more than 90 percent of the U.S. population to access Prodigy's dial service with a local telephone call. Prodigy features superior content, e-mail and e-mail attachment capabilities, Prodigy Instant Messaging(TM), Prodigy Chat(TM), and Prodigy Online Communities, combined with the accessibility and freedom of direct access to the world wide web for all users. Prodigybiz offers a powerful suite of specially designed internet products and services for small business owners. Prodigy(R) En Espanol(TM), is the nation's first-ever, fully bilingual Spanish/English-language internet service created especially for the U.S. Spanish-speaking population. 2