<PAGE>
AS FILED WITH THE
SECURITIES AND EXCHANGE
COMMISSION ON MAY 19, 1995
REGISTRATION
STATEMENT NO. 33-49067
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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
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PACTEL CORPORATION RETIREMENT PLAN
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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
Jamie E. Chung, Attorney
Pacific Telesis Group
130 Kearny Street, Suite 3609
San Francisco, California 94108
--------------
<PAGE>
This Post Effective Amendment No. 1 amends the Form S-8 Registration Statement
No. 33-49067 of Pacific Telesis Group (the "Registrant") filed on
September 25, 1992 (the Registration Statement") for the PacTel Corporation
Retirement Plan (the "Plan"). The Registration Statement is hereby amended to
deregister 105,782 shares of the Registrants' common stock, $.10 per value
("Common Stock"), and any amount of participations in the Plan which were
covered by the Registration Statement and which remain to be offered or sold,
thereby reducing the number of shares of Common Stock and the amount of
participations in the Plan covered by the Registration Statement to none.
Item 8. Exhibits
- -----------------
Exhibit
Number Description
- ------ ----------
24 Powers of Attorney executed by officers and directors who
signed this Post-Effective Amendment No. 1.
1
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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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of
San Francisco, State of California, on the 19th day of May, 1995.
PACIFIC TELESIS GROUP
By /s/ R. W. Odgers
-------------------------
R. W. Odgers
Executive Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Philip J. Quigley,* Chairman of the Board, President and
Chief Executive Officer
William E. Downing,* Executive Vice President, Chief Financial Officer and
Treasurer (Principal Accounting Officer)
William P. Clark,* Director
Herman E. Gallegos,* Director
Donald E. Guinn,* Director
Frank C. 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 /s/ R. W. Odgers
-------------------------
R. W. Odgers
Attorney-in-fact
DATE May 19, 1995
2
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EXHIBIT INDEX
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Exhibit
Number Description
- ------- -----------
24 Powers of Attorney executed by officers and directors who signed
this Post-Effective Amendment No. 1.
<PAGE>
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, (i) two Registration Statements on Form S-8 in connection
with the registration of its common stock and participations under the Pacific
Telesis Group Supplemental Retirement and Savings Plans for Salaried and
Nonsalaried Employees (the "Registration Statements"), (ii) a Post-Effective
Amendment No. 1 to Registration Statement No. 33-49067 on Form S-8, (iii) a
Post-Effective Amendment No. 2 to Registration Statement No. 33-9307 on Form
S-8, and (iv) a Post-Effective Amendment No. 3 to Registration Statement No.
33-25668 on Form S-8 (collectively hereinafter referred to as the "Post-
Effective Amendments");
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 file with the SEC the Registration Statements and
Post-Effective Amendments, 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 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
filing of the Registration Statements and Post-Effective Amendments.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his/her hand
this 27th day of January 1995.
/s/ William P. Clark /s/ Mary S. Metz
- --------------------------- -----------------------------
William P. Clark-Director Mary S. Metz-Director
/s/ Herman E. Gallegos /s/ Lewis E. Platt
- --------------------------- -----------------------------
Herman E. Gallegos-Director Lewis E. Platt-Director
/s/ Donald E. Guinn /s/ Toni Rembe
- --------------------------- -----------------------------
Donald E. Guinn-Director Toni Rembe-Director
/s/ Frank C. Herringer /s/ S. Donley Ritchey
- --------------------------- -----------------------------
Frank C. Herringer-Director S. Donley Ritchey-Director
/s/ Ivan J. Houston /s/ Richard M. Rosenberg
- --------------------------- -----------------------------
Ivan J. Houston-Director Richard M. Rosenberg-Director
1
<PAGE>
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, (i) two Registration Statements on Form S-8 in connection
with the registration of its common stock and participations under the
Pacific Telesis Group Supplemental Retirement and Savings Plans for Salaried
and Nonsalaried Employees (the "Registration Statements"), (ii) a
Post-Effective Amendment No. 1 to Registration Statement No. 33-49067 on
Form S-8, (iii) a Post-Effective Amendment No. 2 to Registration Statement
No. 33-9307 on Form S-8, and (iv) a Post-Effective Amendment No. 3 to
Registration Statement No. 33-25668 on Form S-8 (Collectively hereinafter
referred to as the "Post-Effective Amendments");
WHEREAS, each of the undersigned is an officer or director, or both, of the
Corporation as indicated below 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 the
Registration Statements and Post-Effective Amendments, 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 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 filing of the Registration Statements and the Post-Effective
Amendments.
IN WITNESS HEREOF, each of the undersigned has hereunto set his hand this 27th
day of January, 1995.
/s/ Philip J. Quigley
Chairman of the Board
President and Chief
Executive Officer
/s/ William E. Downing
Executive Vice President
Chief Financial Officer
and Treasurer
/s/ Eugene O. Laico
Controller
2
