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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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
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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]
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CUSIP NO. 74283 P 10 7
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, WC, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
114,360,477
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,360,477 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.61%
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14 TYPE OF REPORTING PERSON
HC, CO
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3
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CUSIP NO. 74283 P 10 7
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, WC, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
114,299,227
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,299,227 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.56%
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14 TYPE OF REPORTING PERSON
CO
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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.
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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
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Name: Richard C. Dietz
Title: President
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
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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.
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(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)).
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* Previously filed.
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