SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
(AMENDMENT NO. 5)
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: -
2
CUSIP NO. 74283 P
107
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1.
SBC Communications Inc.; I.R.S. Identification No. 43-1301883
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
2
(b)[ ]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, WC, 00
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 92,419,644
OWNED BY ---------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ---------------------------------------
SHARED DISPOSITIVE POWER
10
50,509,533
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
50,509,533 shares*
* In addition to this amount, Telefonos de Mexico, S.A. de C.V. and certain
affiliates thereof that, collectively, beneficially own 41,910,111 shares
have agreed to vote with SBC with respect to certain matters. See Exhibit
1(xi) to Amendment No. 2 of the Schedule TO, Rule 13e-3 Transaction
Statement and Schedule 13D/A filed under cover of Schedule TO, dated
October 18, 2001.
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
41.77%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
HC, CO
--------------------------------------------------------------------------------
3
SCHEDULE 13D
CUSIP NO. 74283 P
107
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1.
SBC Internet Communications Inc.; I.R.S. Identification No. 74-2937337
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
2
(b)[ ]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, WC, 00
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 50,448,283
OWNED BY ---------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ---------------------------------------
SHARED DISPOSITIVE POWER
10
50,448,283
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
50,448,283 shares*
* In addition to this amount, Telefonos de Mexico, S.A. de C.V. and certain
affiliates thereof that, collectively, beneficially own 41,910,111 shares
have agreed to vote with SBC Internet's tender offer. See Exhibit 1(xi) to
Amendment No. 2 of the Schedule TO, Rule 13e-3 Transaction Statement and
Schedule 13D/A filed under cover of Schedule TO, dated October 18, 2001.
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
41.72%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
--------------------------------------------------------------------------------
4
This Amendment No. 5 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. 5, 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 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Item 8. Fairness of the Transaction.
(a) and (b) The Special Committee's determination regarding fairness constitutes
Prodigy's determination, and therefore Prodigy believes that the Amended Offer
and the Merger are fair to unaffiliated stockholders.
SBC and SBC Internet believe that Prodigy's going concern value is greater
than its liquidation value because, although Prodigy's assets would have very
little, if any, value to stockholders in a liquidation process, Prodigy's
positive value as a going concern is suggested by its stock trading price prior
to SBC's announcement of the Offer and the willingness of SBC to pay $6.60 for
the Shares. Given the other bases for their fairness determination, SBC and SBC
Internet did not believe it was necessary to calculate a going concern value for
purposes of its fairness determination.
The Special Committee did not consider prices paid by Prodigy for Shares
during the preceding two years because there were no such purchases.
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: October 30, 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)(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,
7
2001.
(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