SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 9, 2004
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SBC COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
1-8610
(Commission File Number)
DELAWARE 43-1301883
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
175 E. Houston, San Antonio, Texas, 78205
(Address of principal executive offices and zip code)
(210) 821-4105
(Registrant's telephone number, including area code)
Item 5. Other Events
SBC Communications Inc. ("SBC") today sold 69,436,344 million shares of Danish telecommunications provider TDC A/S ("TDC") for
approximately 12.96 billion Danish Kroners (approximately U.S.$2.1 billion at a recent exchange rate) in cash. 51,351,981 shares
were sold to certain institutional investors located in Europe, the U.S. and elsewhere. TDC also agreed to repurchase 18,084,363
shares. As a result of this transaction, SBC now owns 20,563,656 shares of TDC. SBC has agreed to not sell these remaining shares
for 180 days subject to exceptions for sales pursuant to: a public tender offer; TDC’s share repurchase program; with the prior
written consent of the investment banks conducting the sale to institutional investors; or to SBC’s benefit plans.
SBC expects to report in its second-quarter 2004 financial results a net after-tax loss of approximately $100 million.
As a result of this transaction, SBC will change from the equity method of accounting to the cost method of accounting for its
remaining interest in TDC. Accordingly, SBC will no longer record proportionate results from TDC as equity income in SBC’s financial
results. In the first quarter of 2004, SBC recorded $280 million in equity income from TDC. This included $251 million for a gain
on TDC's disposition of Belgacom, S.A (“Belgacom”), $16 million related to Belgacom results reported though TDC and combined charges
of $51 million for TDC's restructuring charges and impairment of our goodwill associated with a TDC subsidiary. Adjusting for these
items, equity income from TDC would have been $64 million.
Information set forth in this report contains financial estimates and other forward-looking statements that are subject to risks and
uncertainties and actual results might differ materially. A discussion of factors that may affect future results is contained in
SBC's filings with the Securities and Exchange Commission. SBC disclaims any obligation to update or revise statements contained in
this report based on new information or otherwise.
The securities referred to in this report have not been and will not be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public
offering of securities is being made into the United States.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SBC COMMUNICATIONS INC.
Date: June 9 , 2004 By: __/s/ John J. Stephens_________
John J. Stephens
Vice President and Controller