<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: April 1, 1994
PACIFIC TELESIS GROUP
A Nevada Commission File I.R.S. Employer
Corporation No. 1-8609 No. 94-2919931
130 Kearny Street, San Francisco, California 94108
Telephone Number (415) 394-3000
<PAGE>
Form 8-K Pacific Telesis Group
April 1, 1994
Item 2. Acquisition or Disposition of Assets.
- ---------------------------------------------
On April 1, 1994, the spin-off by Pacific Telesis Group ("Telesis") of
AirTouch Communications ("AirTouch") became effective. On that date, the
Telesis shareowners of record on March 21, 1994 received a distribution
of one share of AirTouch common stock for each share of Telesis common
stock owned. AirTouch principally includes the cellular, paging and
radiolocation operations of Telesis. Telesis will continue to own its
telephone companies, Pacific Bell and Nevada Bell, along with several
smaller units including Pacific Bell Directory and certain real estate
assets. Immediately prior to the spin-off, approximately 86% of AirTouch
was owned by Telesis. The distribution is being accounted for as a
liquidating stock dividend.
Item 7. Financial Statements and Exhibits.
- -------------------------------------------
(b)(1) Pro Forma Financial Information.
The following information is incorporated by reference from Pacific
Telesis Group's 1994 Proxy Statement, including Pacific Telesis
Group's 1993 Consolidated Financial Statements (Filed March 11, 1994,
and amended March 14 and March 25, 1994, File No. 1-8609), and also
from Pacific Telesis Group's Annual Report on Form 10-K for 1993:
Pacific Telesis Group and Subsidiaries
o Selected Financial and Operating Data
(Page F-25 of the 1994 Proxy Statement (All page references are
to the documents as filed electronically with the Securities and
Exchange Commission under the EDGAR program))
o Management's Discussion and Analysis of Results of Operations and
Financial Condition
(Pages F-1 through F-24 of the 1994 Proxy Statement)
o Financial Statements:
Pacific Telesis Group and Subsidiaries
- Consolidated Statements of Income
- Consolidated Balance Sheets
- Consolidated Statements of Shareowners' Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
(Pages F-30 through F-63 of the 1994 Proxy Statement)
2
<PAGE>
o Financial Statement Schedules:
Pacific Telesis Group and Subsidiaries
- Schedule II - Amounts Receivable From Related Parties And
Underwriters, Promoters, And Employees Other Than Related
Parties
- Schedule V - Property, Plant, and Equipment
- Schedule VI - Accumulated Depreciation
- Schedule VIII - Valuation and Qualifying Accounts
- Schedule IX - Short-Term Borrowings
(Pages 44-58 of Form 10-K for 1993)
The financial statements for Telesis listed above present AirTouch as
discontinued operations. The distribution of AirTouch stock is being
accounted for as a liquidating dividend. This accounting treatment
eliminates "Net receivable from spin-off operations" and "Net assets
of spin-off operations" from the Telesis consolidated balance sheets
and reduces "Additional paid-in-capital" by an offsetting amount.
(c) Exhibits.
The exhibit identified in parentheses below, on file with the SEC, is
incorporated by reference as an exhibit hereto.
Exhibit
Number Description
------- -----------
2 Separation Agreement by and between Pacific Telesis Group and
PacTel Corporation dated as of October 7, 1993 and amended
November 2, 1993 and March 25, 1994 (Exhibit 10e to Pacific
Telesis Group Form 10-K for 1993, File No. 1-8609).
3
<PAGE>
Form 8-K Pacific Telesis Group
April 1, 1994
SIGNATURES
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 thereunto duly authorized.
PACIFIC TELESIS GROUP
April 15, 1994 By /s/ R. W. Odgers
---------------------------
R. W. Odgers
Executive Vice President -
General Counsel and External Affairs
4
<PAGE>
EXHIBIT INDEX
The exhibit identified in parentheses below, on file with the SEC, is
incorporated herein by reference as an exhibit hereto.
Exhibit
Number Description
------- -----------
2 Separation Agreement by and between Pacific Telesis Group and
PacTel Corporation dated as of October 7, 1993 and amended
November 2, 1993 and March 25, 1994 (Exhibit 10e to Pacific
Telesis Group Form 10-K for 1993, File No. 1-8609).
5
