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)
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CUSIP NO. 04648Y 10 5 13D/A Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON SBC COMMUNICATIONS INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 43-1301883
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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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.
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9 SOLE DISPOSITIVE POWER 0
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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.
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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.
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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)
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.
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14 TYPE OF REPORTING PERSON HC
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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).