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. 2)
@TRACK COMMUNICATIONS, INC.
(formerly HIGHWAYMASTER COMMUNICATIONS, INC.)
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
04648Y 10 5
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(Cusip Number)
Paula M. Anderson, Esq.
SBC Communications Inc.
175 East Houston
San Antonio, TX 78205
(210) 351-3421
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(Name and Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 2000
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(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 6 Pages)
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CUSIP NO. 04648Y 10 5 13D/A Page 2 of 6 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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7 SOLE VOTING POWER 0
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NUMBER 8 SHARED VOTING POWER 1,320,000*
OF * Includes 1,000,000 shares of Common Stock issuable in
SHARES the event of the exercise of 1,000,000 Warrants (which,
BENEFICIALLY prior to receipt of certain regulatory approvals, are
OWNED BY exercisable only to the extent that doing so is consistent
EACH with restrictions contained in the Communications Act of
REPORTING 1934, as amended by The Telecommunications Act of 1996).
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER 0
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10 SHARED DISPOSITIVE POWER 1,320,000*
* Includes 1,000,000 shares of Common Stock issuable in the
event of the exercise of Warrants (described in Item
8 above).
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,320,000*
* Includes 1,000,000 shares of Common Stock issuable in the event of the
exercise of Warrants (described in Item 8 above).
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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) 2.7%*
* Includes 1,000,000 shares of Common Stock issuable in the event of the
exercise of Warrants (described in Item 8 above).
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14 TYPE OF REPORTING PERSON HC
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Page 3 of 6 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
RELATING TO THE COMMON STOCK
OF @TRACK COMMUNICATIONS, INC.
This Amendment No. 2 to the original Schedule 13D filed on October 7, 1996,
by SBC Communications Inc. ("SBC") is being filed to reflect a decrease in 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 4. Purpose of Transaction
On June 4, 2001, SBCW converted 1,000 shares of Series D Preferred Stock
into 1,600,000 shares of Common Stock. On June 5, 2001, the Issuer effected a
1-for-5 reverse stock split of its Common Stock, changing SBC's beneficial
ownership to 320,000 shares of Common Stock and 1,000,000 Warrants. In addition,
the following transactions by the Issuer resulted in further changes to its
Common Stock: (i) on June 19, 2001, 12,700,000 shares of Common Stock were
issued to holders of the Issuer's 13-3/4% Senior Notes in exchange for the
cancellation of such notes, and (ii) on June 21, 2001, the Issuer closed a
previously announced transaction and issued 30,000,000 shares of Common Stock to
Minorplanet Systems PLC in exchange for $10,000,000. Information regarding these
transactions was obtained from press releases and other public filings by the
Issuer, and based upon the such information, SBC currently holds less than 5% of
the outstanding shares of Common Stock.
Item 5. Interest in Securities of the Issuer
(a) SBC beneficially owns 320,000 shares of Common Stock and an additional
1,000,000 shares of Common Stock upon the exercise of 1,000,000
Warrants. Assuming the exercise of the Warrants, the total number of
shares of outstanding Common Stock that SBC would beneficially own would
be 1,320,000, representing 2.7% of the outstanding shares of Common
Stock. The Common Stock and Warrants beneficially owned by SBC are owned
by and registered in the name of SBC Wireless LLC ("SBCW").
Page 4 of 6 Pages
The foregoing percentage is based on the following:
Outstanding shares of Common Stock (according to
Form 10-Q filed for the period ending March 31, 2001) 25,326,829
Conversion of Series D Preferred Stock 1,600,000
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Total 26,926,829
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Adjusted to reflect 1-for-5 stock split on 6/5/01 5,385,365
Assumption that Warrants are exercised 1,000,000
Common Stock issued to Minorplanet Systems PLC 30,000,000
Common Stock issued to reduce debt 12,700,000
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Outstanding Common Stock as of June 21, 2001 49,085,365
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(b) SBC and SBCW share the power to vote and to dispose of the 320,000
shares of Common Stock and the power to dispose of the 1,000,000
Warrants. The shares of Common Stock and the Warrants, and the shares of
Common Stock issuable upon the 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) On June 4, 2001, SBCW converted 1,000 of Series D Preferred Stock into
320,000 shares of Common Stock (adjusted to reflect a 1-for-5 reverse
stock split on June 5, 2001).
(d) None.
(e) The reporting person ceased to be the beneficial owner of more than 5%
of the Issuer's Common Stock on June 21, 2001.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On October 2, 2000, SBC and BellSouth Corporation ("BellSouth") formed
and contributed to their joint venture called Cingular substantially all of
their respective domestic wireless voice and wireless data businesses (including
SBC's ownership of SBCW). SBC owns approximately 60% of the outstanding economic
interests in
Page 5 of 6 Pages
Cingular and BellSouth owns approximately 40% of the 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. 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.
Page 6 of 6 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: June 28, 2001 By: /s/ James S. Kahan
James S. Kahan
Senior Executive Vice President -
Corporate Development