<PAGE>
SECURITIES AND EXCHANGE COMMISSION Registration No.
Washington, D. C. 20549 33- - also
applies to Regis-
--------------- tration Nos. 33-
9307 and 33-38707
FORM S-8 pursuant to Rule
429 under the
REGISTRATION STATEMENT Securities Act of
1933 as amended.
Under
THE SECURITIES ACT OF 1933
---------------
PACIFIC TELESIS GROUP
A Nevada Corporation I.R.S. Employer No. 94-2919931
130 Kearny Street
San Francisco, California 94108
Telephone Number (415) 394-3000
---------------
PACIFIC TELESIS GROUP
1994 STOCK INCENTIVE PLAN
---------------
Agent for Service
William E. Downing
Executive Vice President
Chief Financial Officer and Treasurer
Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108
Telephone Number (415) 394-3000
---------------
Please send copies of all communications to:
Duane G. Henry, Senior Counsel
Elizabeth K. Roemer, Senior Counsel
Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108
---------------
CALCULATION OF REGISTRATION FEE
===========================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(2) Price(2) Fee
- ---------------------------------------------------------------------------
Pacific Telesis
Group Common
Stock-par value
$.10 per share(1).. 8,000,000 shs. $30.4375 $243,500,000 $83,965.52
===========================================================================
(1) Including associated Preferred Stock purchase rights
(2) Estimated in accordance with Rule 457(c) and (h), solely for purposes of
calculating the registration fee, on the basis of the average of the high
and low sale prices of New York Stock Exchange Composite Transactions (as
reported in the Wall Street Journal) on June 27, 1994.
---------------
Prospectus referred to herein also relates to Registration Nos. 33-9307
and 33-38707 pursuant to Rule 429.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Corporation with the SEC
(File No. 1-8609) and are incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K for the year 1993.
(2) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(3) The Corporation's Current Report on Form 8-K, date of report
April 1, 1994.
(4) The description of the Corporation's Common Stock contained in its
Registration Statement on Form 10 (File No. 1-8609) filed on
November 16, 1983 pursuant to Section 12(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"), including any subsequent
amendment or report filed for the purpose of updating such
description.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this registration statement shall be
deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in any prospectus or prospectus supplement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Copies of the above-reference documents (other than exhibits) may be
obtained upon request without charge from the Corporation's Investor Services
office, 130 Kearny Street, Suite 2926, San Francisco, California 94108
(telephone number (415) 394-3078).
Item 4. Description of Securities
The Corporation's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
The legality of the shares and all legal matters in connection with the
Plan have been passed upon for the Corporation by R. W. Odgers, Esq., its
Executive Vice President - General Counsel and External Affairs. As of
April 30, 1994, Mr. Odgers beneficially owned or had an interest in
approximately 1733 Pacific Telesis Group shares. In addition, as of the same
date, Mr. Odgers had been granted options and/or stock appreciation rights
with respect to 88,000 Pacific Telesis Group shares.
2
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Item 6. Indemnification of Directors and Officers.
Section 78.037 of the Nevada Revised Statutes ("N.R.S.") provides that a
Nevada corporation's articles may contain a provision eliminating or limiting
the personal liability of a director or officer to the corporation or its
stockholders for damages for breach of fiduciary duty but may not eliminate or
limit liability for acts or omissions involving intentional misconduct, fraud,
a knowing violation of the law or illegal payment of dividends. The
Corporation's Articles of Incorporation ("Articles") contain such a provision
and therefore any lawsuits involving monetary damages would be subject to this
limitation. There is no such limitation in actions for equitable relief.
With respect to lawsuits not thus limited by the Corporation's Articles,
N.R.S. Section 78.751 specifies the circumstances under which a Nevada
Corporation may indemnify a director, officer, employee or agent. Generally,
such person must have acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action or proceeding, such person must also have had
no reasonable cause to believe his or her conduct was unlawful. In any
proceeding by or in the right of the corporation where there is a judgment
against such person, indemnification may be made if such person acted in good
faith, in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation and was not found liable for
negligence or misconduct in the performance of his or her duties to the
corporation. However, indemnification may be had even where the person has
been adjudged to be liable for negligence or misconduct in the performance of
his or her duties if the court in which the action or suit was brought
determines upon application that despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
Where the director, officer, employee or agent successfully defends any such
civil or criminal proceeding, indemnification is required.
The Corporation's Articles provide that it shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a fiduciary of an employee benefit plan of the Corporation or of a wholly
owned subsidiary corporation, against expenses incurred in connection with
such action, suit or proceeding, including attorneys' fees, judgments, fines
and amounts paid in settlement, to the extent not prohibited by law, state or
federal. Expenses incurred in defending any such proceeding may be advanced
by the Corporation prior to the final disposition of such action, suit or
proceeding upon receipt of an undertaking to repay such amount unless it shall
be determined ultimately that the person is entitled to be indemnified
thereunder. The Articles further provide that these provisions may not be
repealed or amended without the affirmative vote of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the shares entitled to
vote thereon.
The Corporation's Articles also contain a provision authorizing the
Corporation to enter into indemnity agreements (the "Indemnity Agreements")
with each of the Corporation's directors and officers. The Article states
that such agreements shall provide that the Corporation shall indemnify (and
advance expenses to) the indemnitee to the fullest extent permitted by
applicable law, no later than 30 days after a written request has been made
therefor, against all expenses, judgments, fines, penalties, excise taxes and
amounts paid in settlement for claims with respect to events relating to such
person's service with or for the Corporation, and that in any proceeding to
enforce the obligation to indemnify such person, the Corporation shall have
the burden to establish that such indemnification is prohibited; provided,
however, that such agreements shall exclude indemnification if a judgment or
other final adjudication adverse to the indemnitee established (a) that his or
her acts were committed in bad faith or were the result of deliberate
dishonesty, or (b) that he or she in fact gained a financial advantage to
which he or she was not legally entitled, in which event the amount of the
indemnification shall be reduced by the amount of such financial advantage
gained. The Corporation has entered into Indemnity Agreements with each of
its directors and officers as provided in this Article.
3
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The directors and officers of the Corporation are covered by insurance
policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, which might be incurred
by them in such capacities and against which they cannot be indemnified by the
Corporation. Subject to certain exceptions, the Indemnity Agreements obligate
the Corporation to use its best efforts to purchase and maintain in effect
such insurance with coverage no less favorable than that presently provided.
The Indemnity Agreements also provide that if the Corporation shall
discontinue any of its existing policies of directors' and officers' liability
insurance or limit the scope or the amount of the coverages thereunder, or if
such policies or coverages shall become unavailable in whole or in part for
any reason, then the Corporation will hold harmless and indemnify the
indemnitee to the full extent of the coverage which would have been provided
if such insurance had been maintained.
Item 7. Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits
Exhibits identified in parentheses below, on file with the SEC, are
incorporated by reference as exhibits hereto.
Exhibits
Number Description
-------- -----------
4a Articles of Incorporation of Pacific Telesis Group, as amended
June 17, 1988 (Exhibit 3a to Registration Statement No. 33-24765).
4b By-Laws of Pacific Telesis Group, as amended September 24, 1993
(Exhibit 3b to Registration Statement No. 33-50897, filed
November 2, 1993).
4c Rights Agreement, dated as of September 22, 1989, between Pacific
Telesis Group and The First National Bank of Boston, as successor
Rights Agent, which includes as Exhibit B thereto the form of
Rights Certificate (Exhibits 1 and 2 to Form SE filed
September 25, 1989 as part of Form 8-A, File No. 1-8609).
5 Opinion of R. W. Odgers, Executive Vice President - General
Counsel and External Affairs of Pacific Telesis Group.
15 Letter re unaudited interim financial information.
23a Consent of Coopers & Lybrand.
23b Consent of R. W. Odgers (included in Exhibit 5).
24 Powers of Attorney executed by officers and directors who signed
this registration statement.
The Corporation will furnish to a security holder upon request a copy of
any Exhibit at cost.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
4
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on the 1st day
of July, 1994.
PACIFIC TELESIS GROUP
William E. Downing
Executive Vice President,
Chief Financial Officer & Treasurer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Philip J. Quigley,* Chairman of the Board, President
and Chief Executive Officer
William E. Downing,* Executive Vice President,
Chief Financial Officer & Treasurer
Eugene O. Laico,* Controller
William P. Clark,* Director
Herman Gallegos,* Director
Donald E. Guinn,* Director
Frank S. Herringer,* Director
Ivan J. Houston,* Director
Mary S. Metz,* Director
Lewis E. Platt,* Director
Toni Rembe,* Director
S. Donley Ritchey,* Director
Richard M. Rosenberg,* Director
* BY
W. E. Downing, Attorney-in-fact
DATE: July 1, 1994
6
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EXHIBIT INDEX
-------------
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto. All other exhibits are
provided as part of the electronic transmission.
Exhibits
Number Description
-------- -----------
4a Articles of Incorporation of Pacific Telesis Group, as amended
June 17, 1988 (Exhibit 3a to Registration Statement No. 33-24765).
4b By-Laws of Pacific Telesis Group, as amended September 24, 1993
(Exhibit 3b to Registration Statement No. 33-50897, filed
November 2, 1993).
4c Rights Agreement, dated as of September 22, 1989, between Pacific
Telesis Group and The First National Bank of Boston, as successor
Rights Agent, which includes as Exhibit B thereto the form of
Rights Certificate (Exhibits 1 and 2 to Form SE filed
September 25, 1989 as part of Form 8-A, File No. 1-8609).
5 Opinion of R. W. Odgers, Executive Vice President - General
Counsel and External Affairs of Pacific Telesis Group.
15 Letter re unaudited interim financial information.
23a Consent of Coopers & Lybrand.
23b Consent of R. W. Odgers (included in Exhibit 5).
24 Powers of Attorney executed by officers and directors who signed
this registration statement.
7
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Exhibit 5
---------
Richard W. Odgers
Executive Vice President -
General Counsel and External Affairs
Pacific Telesis Group
130 Kearny Street
Room 3700
San Francisco, California 94108
415-394-3355
July 1, 1994
Pacific Telesis Group
130 Kearny Street
San Francisco, CA 94108
Gentlemen and Ladies:
With reference to the registration statement which Pacific Telesis Group, a
Nevada corporation (the "Corporation"), proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
registering 8,000,000 shares of its common stock, $.10 par value (the
"Shares"), to be issued and sold pursuant to the Pacific Telesis Group 1994
Stock Incentive Plan (the "Plan"), I am of the opinion that:
(1) the Plan has been duly adopted by the Corporation.
(2) all proper corporate proceedings have been taken so that the Shares
have been duly authorized and, upon issuance and payment therefore in
accordance with the Plan and the resolutions of the Board of Directors
of the Corporation relating to the adoption of the Plan and the
offering and sale of the Shares thereunder, will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the registration statement referred to
above. This opinion is limited to the law of the State of California, Nevada
corporate law and the federal law of the United States of America.
Very truly yours,
Richard W. Odgers
Executive Vice President -
General Counsel and External Affairs
<PAGE>
Exhibit 15
----------
COOPERS
& LYBRAND
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Gentlemen and Ladies:
Re: Pacific Telesis Group Registration on Form S-8 of
Pacific Telesis Group 1994 Stock Incentive Plan
-------------------------------------------------
We are aware that our report dated May 13, 1994 on our review of interim
financial information of Pacific Telesis Group for the period ended March 31,
1994 and included in the Company's quarterly report on Form 10-Q for the
quarter then ended is incorporated by reference in this registration
statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
Coopers & Lybrand
San Francisco, California
July 1, 1994
<PAGE>
Exhibit 23a
-----------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pacific Telesis Group on Form S-8 (for the Pacific Telesis Group 1994 Stock
Incentive Plan) of our report dated March 3, 1994 on our audits of the
consolidated financial statements and financial statement schedules of Pacific
Telesis Group as of December 31, 1993 and 1992, and for the years ended
December 31, 1993, 1992, and 1991, which report is incorporated by reference
in Pacific Telesis Group's 1993 Annual Report on Form 10-K.
Coopers & Lybrand
San Francisco, California
July 1, 1994
<PAGE>
Exhibit 24
----------
POWER OF ATTORNEY
WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (hereinafter referred to
as the "Corporation"), proposes to file shortly with the Securities and
Exchange Commission (the "SEC"), under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 in connection with the
registration of its common stock under the Corporation's 1994 Stock Incentive
Plan; and
WHEREAS, each of the undersigned is an officer or director, or both, of the
Corporation as indicated below under his name;
NOW THEREFORE, each of the undersigned, hereby constitutes and appoints
P. J. Quigley, W. E. Downing and R. W. Odgers, and each of them, his attorney
for him in his stead, in each of his offices and capacities as an officer or
director, or both, of the Corporation, to sign and to file with the SEC such
Registration Statement on Form S-8, and any and all amendments, modifications,
or supplements thereto, and any exhibits thereto, and granting to each of said
attorneys full power and authority to sign and file any and all other
documents and to perform and to do all and every act and thing whatsoever
requisite and necessary to be done as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, and hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof in connection with affecting the
registration of the common stock.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this
24th day of June, 1994.
Philip J. Quigley William E. Downing
Chairman of the Board, President Executive Vice President,
and Chief Executive Officer Chief Financial Officer and Treasurer
Eugene O. Laico
Controller
<PAGE>
Exhibit 24
----------
POWER OF ATTORNEY
WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (hereinafter referred to
as the "Corporation"), proposes to file shortly with the Securities and
Exchange Commission (the "SEC"), under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 in connection with the
registration of its common stock under the Corporation's 1994 Stock Incentive
Plan; and
WHEREAS, each of the undersigned is a director of the Corporation;
NOW, THEREFORE, each of the undersigned, hereby constitutes and appoints
P. J. Quigley, W. E. Downing and R. W. Odgers, and each of them, his/her
attorney for him/her in his/her stead, in his/her capacity as a director of
the Corporation, to sign and to file with the SEC such Registration Statement
on Form S-8, and any and all amendments, modifications and supplements
thereto, and any exhibits thereto, and granting to each of said attorneys full
power and authority to sign and file any and all other documents and to
perform and to do all and every act and thing whatsoever requisite and
necessary to be done as fully, to all intents and purposes, as he/she might or
could do if personally present at the doing thereof, and hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof in connection with affecting the registration of the
common stock.
IN WITNESS HEREOF, each of the undersigned has hereunto set his/her hand this
24th day of June, 1994.
William P. Clark Mary S. Metz
Director Director
Herman E. Gallegos Lewis E. Platt
Director Director
Donald E. Guinn Toni Rembe
Director Director
Frank C. Herringer S. Donley Ritchey
Director Director
Ivan J. Houston Richard M. Rosenberg
Director Director
