-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1e1iGTmOUEYz0KPENRjocIVlmqlTmZHF22H46QOzB7sFGK5zfMuI5Qq/7N0FYZ9 fKnu6mPvDKSR+3XqxW7eCg== 0000732717-01-000014.txt : 20010224 0000732717-01-000014.hdr.sgml : 20010224 ACCESSION NUMBER: 0000732717-01-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AT TRACK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944400 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 510352879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47033 FILM NUMBER: 1552260 BUSINESS ADDRESS: STREET 1: 1155 KAS DRIVE STREET 2: STE 710 CITY: RICHARDSON STATE: TX ZIP: 75081 BUSINESS PHONE: 9727322500 MAIL ADDRESS: STREET 1: 16479 DALLAS PARKWAY STREET 2: STE 710 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: HIGHWAYMASTER COMMUNICATIONS INC DATE OF NAME CHANGE: 19950424 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 13D/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 13D/A 1 0001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) @TRACK COMMUNICATIONS, INC. (formerly HIGHWAYMASTER COMMUNICATIONS, INC.) ______________________________________________________________________ (Name of Issuer) Common Stock, $0.01 par value ______________________________________________________________________ (Title of Class of Securities) 04648Y 10 5 ______________________________________________________________________ (Cusip Number) Paula M. Anderson, Esq. SBC Communications Inc. 175 East Houston San Antonio, TX 78205 (210) 351-3421 ______________________________________________________________________ (Name and Address, and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 2000 ______________________________________________________________________ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (continued on following pages) (Page 1 of 9 Pages) - -------------------------------------------------------------------------------- CUSIP NO. 04648Y 10 5 13D/A Page 2 of 9 Pages - -------------------------------------------------------------------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SBC COMMUNICATIONS INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 43-1301883 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------ ------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER 0 OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,600,000 shares of Common Stock issuable in the event of OWNED BY the conversion of 1,000 shares of Series D Participating EACH Convertible Preferred Stock and 5,000,000 shares of Common REPORTING Stock issuable in the event of the exercise of 5,000,000 PERSON Warrants (which, prior to receipt of certain regulatory WITH approvals, are exercisable only to the extent that doing so is consistent with restrictions contained in the Communications Act of 1934, as amended by The Telecommunications Act of 1996), for a total beneficial ownership of 6,600,000 shares of Common Stock in the event of such conversion and exercise. ------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,600,000 shares of Common Stock issuable in the event of the conversion of 1,000 shares of Series D Participating Convertible Preferred Stock and 5,000,000 shares of Common Stock issuable in the event of the exercise (subject to the limitation described in 8 above) of 5,000,000 Warrants, for a total beneficial ownership of 6,600,000 shares of Common Stock in the event of such conversion and exercise. - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000 shares of Common Stock issuable in the event of the conversion of 1,000 shares of Series D Participating Convertible Preferred Stock and 5,000,000 shares of Common Stock issuable in the event of the exercise (subject to the limitation set forth in 8 above) of 5,000,000 Warrants, for a total beneficial ownership of 6,600,000 shares of Common Stock in the event of such conversion and exercise. - ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.03% of the outstanding shares of Common Stock in the event of the conversion of 1,000 shares of Series D Participating Convertible Preferred Stock and 15.7% of the outstanding shares of Common Stock in the event of the exercise of 5,000,000 Warrants (subject to the limitation set forth in 8 above), for a total of 20.7% of the outstanding shares of Common Stock in the event of such conversion and exercise. - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------ ------------------------------------------------------------------------- Page 3 of 9 Pages AMENDMENT NO. 1 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF @TRACK COMMUNICATIONS, INC. This Amendment No. 1 to the Schedule 13D filed on October 7, 1996, by SBC Communications Inc. ("SBC") is being filed to report the transfer of its indirect holdings in @Track Communications, Inc. (the "Issuer") as described below. Item 1. Security and Issuer This statement relates to the common stock, $0.01 par value (the "Common Stock"), of @Track Communications, Inc. (formerly HighwayMaster Communications, Inc.), a Delaware corporation with its principal executive offices at 1155 Kas Drive, Suite 100, Richardson, Texas 75081. Item 2. Identity and Background (d) - (e) During the last five years, neither SBC nor, to the best of its knowledge, any of its directors or executive officers has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated. (f) The name, business address, and principal occupation of each executive officer and director of SBC is set forth in Exhibit I hereto and incorporated herein by reference. Each executive officer and director of SBC is a citizen of the United States except for Carlos Slim Helu, who is a citizen of Mexico. Item 4. Purpose of Transaction On October 2, 2000, SBC and BellSouth Corporation ("BellSouth") closed their previously announced transaction to form and contribute to their joint venture called Cingular substantially all of their respective domestic wireless voice and wireless data businesses (including SBC's ownership of SBC Wireless LLC ("SBCW")), and certain wireless assets of subsidiaries of SBC located in Puerto Rico and the U.S. Virgin Islands. Prior to the closing, SBC and BellSouth entered into an Amended and Restated Contribution and Formation Agreement with Cingular, dated as of April 4, 2000 ("Contribution Agreement"). SBC owns approximately 60% of the outstanding economic interests in Cingular and BellSouth owns approximately 40% of the Page 4 of 9 Pages outstanding economic interests in Cingular, with the remainder of the interest held by the manager of Cingular, Cingular Wireless Management Corp., a Delaware corporation ("Manager"), which is owned equally by SBC and BellSouth. The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the complete text of such document which is filed as Exhibit 2 hereto. Prior to the closing, SBC, BellSouth and Manager entered into a Limited Liability Company Agreement of Cingular (the "LLC Agreement"), which governs Cingular and sets forth certain relationships between and among SBC, BellSouth and Manager. 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 Cingular and holds shares of the Class B Common Stock of Manager, only engage in Cingular's initial wireless business through Cingular, with limited exceptions. The LLC Agreement also provides that neither BellSouth nor SBC are permitted to directly or indirectly transfer their interests in Cingular, subject to limited exceptions, prior to an initial public offering of securities by Manager and thereafter may generally only make transfers in widely distributed public sales or other distributions. The foregoing description is qualified in its entirety by reference to the Contribution Agreement. Cingular is managed by Manager, and it is expected that all of the material business decisions for Cingular will be made by the Strategic Review Committee of the Board of Directors of Manager (the "Strategic Review Committee"). The Strategic Review Committee is currently composed of four members, with two having been appointed by each of SBC and BellSouth. Half of the members of the Board of Directors of Manager have been nominated by BellSouth and the other half have been nominated by SBC. It is anticipated that any deadlocks on the Strategic Review Committee will be resolved by the chief executive officers of SBC and BellSouth. Item 5. Interest in Securities of the Issuer (a) The total number of shares of Common Stock that SBC would beneficially own upon conversion of the 1,000 shares of Series D Preferred Stock that it holds is 1,600,000, which represents 5.0% of the outstanding shares of Common Stock of the Issuer. The total number of shares of Common Stock that SBC would beneficially own upon exercise of the 5,000,000 Warrants that it holds is 5,000,000, which represents 15.7% of the total outstanding shares of Common Stock. Assuming conversion of the 1,000 shares of Series D Preferred Stock and exercise of the 5,000,000 Warrants, the total number of shares of outstanding Common Stock that SBC would beneficially own would be 6,600,000, representing 20.7% of the outstanding shares of Common Stock. The foregoing calculations are based on (i) the 25,326,829 shares of the Common Stock of the Issuer outstanding as of November 1, 2000 (according to Form 10-Q filed by the Issuer on November 1, 2000), and (ii) the assumption that the shares Page 5 of 9 Pages of Common Stock issuable upon conversion of the Series D Preferred Stock or exercise of the Warrants or both, as the case may be, are issued and outstanding at the time of such calculation. The Series D Preferred Stock and Warrants beneficially owned by SBC are owned by and registered in the name of SBCW. (b) SBC and SBCW share the power to vote and to dispose of the 1,000 shares of Series D Preferred Stock and the power to dispose of the 5,000,000 Warrants. The shares of Series D Preferred Stock and the Warrants, and the shares of Common Stock issuable upon conversion or exercise thereof, beneficially owned by SBCW are subject to certain transfer restrictions described more fully in Items 4 and 6 of the original Schedule 13D filed by SBC on October 7, 1996, and are incorporated herein by reference. (c) None. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4. Item 7. Material to be Filed as Exhibits Exhibits identified in parentheses below, on file with the Securities and Exchange Commission, are incorporated herein by reference as exhibits hereto. Exhibit No. Description 1 Directors and Executive Officers of SBC Communications Inc. 2 Contribution and Formation Agreement, dated as of April 4, 2000, between SBC Communications Inc. and BellSouth Corporation (Exhibit 10(a) to Form 8K dated April 10, 2000). Page 6 of 9 Pages SIGNATURE After reasonable 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 COMMUNICATIONS INC. Dated: February 22, 2001 By: /s/ James S. Kahan James S. Kahan Senior Executive Vice President - Corporate Development Page 7 of 9 Pages EXHIBIT INDEX Exhibit No. Description 1 Directors and Executive Officers of SBC Communications Inc. 2 Contribution and Formation Agreement, dated as of April 4, 2000, between SBC Communications Inc. and BellSouth Corporation (Exhibit 10(a) to Form 8K dated April 10, 2000). EX-99 2 0002.txt DIRECTORS AND EXECUTIVE OFFICERS Page 8 of 9 Pages EXHIBIT I Directors and Executive Officers as of January 31, 2001 SBC COMMUNICATIONS INC. The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each director, advisory director and executive officer of SBC Communications Inc. ("SBC"), is set forth below. Unless otherwise indicated in parentheses, each occupation set forth opposite a name refers to employment with SBC. The business address of each director and officer is SBC Communications Inc., 175 East Houston Street, San Antonio, TX 78205. Name Present Principal Occupation or Employment Edward E. Whitacre, Jr. Chairman of the Board and Chief Executive Officer Gilbert F. Amelio Advisory Director (General Partner, Chairman and Chief Executive Officer, Beneventure Capital) Clarence C. Barksdale Director (Vice Chairman, Board of Trustees, Washington University) James E. Barnes Director (Chairman of the Board, President and Chief Executive Officer, MAPCO Inc., Retired) August A. Busch, III Director (Chairman of the Board and President, Anheuser-Busch Companies, Inc.) James W. Callaway Group President Cassandra C. Carr Senior Executive Vice President - External Affairs William P. Clark Director (Senior Counsel, Clark, Cali and Negranti, Attorneys at Law) Martin K. Eby, Jr. Director (Chairman of the Board and Chief Executive Officer, The Eby Corporation) James D. Ellis Senior Executive Vice President and General Counsel Charles E. Foster Group President Herman E. Gallegos Director (Independent Management Consultant) Jess T. Hay Director (Chairman, HCB Enterprises Inc; Chairman of the Texas Foundation for Higher Education) James A. Henderson Director (Retired Chairman and Chief Executive Officer, Cummins Engine Company, Inc.) Bobby R. Inman Director (United States Navy, Retired) Ross K. Ireland Senior Executive Vice President - Services Karen E. Jennings Senior Executive Vice President - Human Resources James S. Kahan Senior Executive Vice President - Corporate Development Donald E. Kiernan Senior Executive Vice President and Chief Financial Officer Charles F. Knight Director (Chairman of the Board, Emerson Electric Co.) Kellogg Graduate School of Management, Northwestern University) Page 9 of 9 Pages Name Present Principal Occupation or Employment Lynn M. Martin Director (Chair of the Council for the Advancement of Women; Advisor to the Firm, Deloitte & Touche LLP; Professor, J.L. John B. McCoy Director (Retired Chairman, Bank One Corporation) Mary S. Metz Director (President, S.H. Cowell Foundation) Forrest E. Miller President and Chief Executive Officer, Southern New England Telecommunications Corporation Edward A. Mueller President and Chief Executive Officer, Ameritech Corporation Toni Rembe Director (Partner, Pillsbury Winthrop LLP) S. Donley Ritchey Director (Managing Partner, Alpine Partners) Joyce M. Roche Director (President and Chief Executive Officer, Girls Inc.) Stanley T. Sigman President and Chief Executive Officer, Southwestern Bell Telephone Company Carlos Slim Helu Director (Chairman of the Board, Carso Global Telecom, S.A. de C.V.; Chairman of the Board, Telefonos de Mexico, S.A. de C.V.) Laura D'Andrea Tyson Director (Dean, Walter A. Haas School of Business, University of California, Berkeley) Patricia P. Upton Director (President and Chief Executive Officer, Aromatique, Inc.) Rayford Wilkins, Jr. President and Chief Executive Officer, Pacific Bell Telephone Company and Nevada Bell Telephone Company -----END PRIVACY-ENHANCED MESSAGE-----