<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
PACIFIC TELESIS GROUP
(Exact name of registrant as specified in its charter)
Nevada 94-2919931
(State of Incorporation) (I.R.S. Employer Identification No.)
130 Kearny Street
San Francisco, California 94108
(415) 394-3000
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
WILLIAM E. DOWNING
Executive Vice President, Chief Financial Officer & Treasurer
Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108
(415) 394-3000
(Name, address and telephone number of agent for service)
Copies to:
<TABLE>
<S> <C>
ELIZABETH K. ROEMER, ESQ. THERESE MROZEK, ESQ.
Senior Counsel Brobeck, Phleger & Harrison LLP
Pacific Telesis Group One Market
130 Kearny Street Spear Street Tower
San Francisco, California 94108 San Francisco, California 94105
(415) 394-3533 (415) 442-1124
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time during the 60-day period commencing after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act of 1933 registration statement number of earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Offering Proposed Maximum
Title of Each Class of Amount to be Registered Price Per Unit Aggregate Offering Price Amount of Registration Fee
Securities to be Registered
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,576,494 shares N/A 85,507,395A* 29,500A*
$.10 per share
====================================================================================================================================
</TABLE>
* Estimated solely for the purpose of determining the registration fee,
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act") and calculated pursuant to Rule 457(c) under the Securities
Act. The average of the high and low prices for Pacific Telesis Group Common
Stock reported in the consolidated reporting system for July 11, 1996 was
$33.1875.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PACIFIC TELESIS GROUP
2,576,494 Shares of Common Stock
________________________________
Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Item of Form S-3 Location or Caption in Prospectus
- ---------------- ---------------------------------
<S> <C> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus........... Facing Page of the Registration Statement;
Outside Front Cover of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus.................................... Inside Front Cover of Prospectus; Available
Information; Incorporation of Certain Documents
by Reference; Table of Contents
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges..................... The Corporation; Incorporation of Certain
Documents by Reference
4. Use of Proceeds.................................. Use of Proceeds
5. Determination of Offering Price.................. Not Applicable
6. Dilution......................................... Not Applicable
7. Selling Security Holders......................... Selling Stockholders
8. Plan of Distribution............................. Plan of Distribution
9. Description of Securities to be Registered....... Available Information; Incorporation of Certain
Documents by Reference
10. Interests of Named Experts and Counsel........... Legal Matters; Independent Public Accountants
11. Material Changes................................. Not Applicable
12. Incorporation of Certain Information by
Reference........................................ Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not Applicable
</TABLE>
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 16, 1996.
2,576,494 Shares
PACIFIC TELESIS GROUP
Common Stock
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JULY 16, 1996.
2,576,494 SHARES
PACIFIC TELESIS GROUP
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
_________________
This Prospectus relates to the public offering, which is not being
underwritten, of 2,576,494 shares (the "Shares") of Common Stock of Pacific
Telesis Group, a Nevada corporation (the "Corporation"), par value $.10 per
share. The Shares may be offered by the selling stockholders identified herein
(collectively, the "Selling Stockholders") during the period commencing on the
date of this Prospectus and terminating 60 days thereafter (the "Offering
Period"). The Selling Stockholders acquired the Shares in connection with the
acquisition by the Corporation of Cross Country Wireless Inc., a Delaware
corporation ("CCW") on July 21, 1995. See "Selling Stockholders." No Selling
Stockholder has advised the Corporation of any specific plans for the
distribution of the Shares covered by this Prospectus, but it is anticipated
that the Shares may be offered from time to time during the Offering Period in
transactions on the New York Stock Exchange, Pacific Stock Exchange, Chicago
Stock Exchange or any other stock exchange on which the Corporation's Common
Stock is traded, in negotiated transactions or otherwise, or a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares during the
Offering Period to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
All proceeds from any sales of the Shares by the Selling Stockholders
will inure to the benefit of the Selling Stockholders. The Corporation will
receive none of the proceeds from the sale of Shares which may be offered
hereby. All selling and other expenses incurred by the Selling Stockholders and
up to $10,000 of the expenses of registration incurred by the Corporation will
be borne by the Selling Stockholders. The Corporation will bear the amount of
registration expenses (other than brokerage commissions and fees and other
selling expenses) incurred by it in excess of $10,000.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________
The Corporation's Common Stock is listed on the New York, Pacific and
Chicago Stock Exchanges under the symbol "PAC" and on the London and Swiss
Stock Exchanges under the symbol "Pacific Telesis". The closing sale price of
the Corporation's Common Stock as reported on the New York Composite
Transactions on July 15, 1996 was $33.375 per share.
_______________________________
The Selling Stockholders and any broker-dealers, agents or
underwriters that participate with the Selling Stockholders in the distribution
of the Shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The Corporation and the Selling Stockholders have
indemnified each other against certain expenses and liabilities. See "Plan of
Distribution."
_______________________________
THE DATE OF THIS PROSPECTUS IS JULY __, 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF
OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO PURCHASE, THE SECURITIES COVERED BY THIS PROSPECTUS TO ANY PERSON OR BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY
BE MADE.
_________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION....................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 3
THE CORPORATION............................................................. 4
USE OF PROCEEDS............................................................. 7
SELLING STOCKHOLDERS........................................................ 7
PLAN OF DISTRIBUTION........................................................ 10
LEGAL MATTERS............................................................... 11
INDEPENDENT PUBLIC ACCOUNTANTS.............................................. 11
</TABLE>
_________________
2.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed by the Corporation
may be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, NW, Washington, DC 20549, and at the
Commission's Regional Offices located at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained by mail from the Public Reference Branch of the Commission at 450 Fifth
Street, NW, Washington, DC 20549 at prescribed rates. In addition, reports,
proxy statements and other information concerning Pacific Telesis may be
inspected at the offices of the following stock exchanges on which the Pacific
Telesis Common Stock is traded: the New York Stock Exchange, 20 Broad Street,
New York, New York 10005; the Chicago Stock Exchange, One Financial Place, 440
La Salle Street, Chicago, Illinois 60605; and the Pacific Stock Exchange, 301
Pine Street, San Francisco, California 94104.
The Corporation has filed with the Commission a registration
statement (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act, with respect to the Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Corporation and the Shares, reference is hereby
made to the Registration Statement. Statements contained in this Prospectus
concerning the provisions of any documents referred to are not necessarily
complete, and each such statement is qualified in its entirety by reference to
the copy of such document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation (File No. 1-
8609) with the Commission are incorporated herein by reference: (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
(2) the Corporation's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996; (3) the Corporation's current reports on Form 8-K, dated January 4,
1996, April 1, 1996 and June 10, 1996; (4) the Corporation's 1995 Consolidated
Financial Statements included in the Corporation's 1996 Proxy Statement filed
March 4, 1996; (5) the Corporation's Proxy Statement dated June 3, 1996 for use
at the Special Meeting of Shareowners of the Corporation to be held on July 31,
1996; (6) the description of the Corporation's Common Stock contained in its
Registration Statement on Form 10 dated November 15, 1983, including any
amendments filed for the purpose of updating such description; and (7) the
description of the Preferred Stock Purchase Rights contained in Pacific Telesis'
Form 8-A filed September 25, 1989, including any amendments filed for the
purpose of updating such description.
All documents subsequently filed by the Corporation with the
Commission pursuant to Sec tions 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the effective date of the Registration Statement, but prior to the
termination of the offering made hereby, shall be deemed to be incorporated by
reference into this Prospectus. Each document incorporated into this Prospectus
by reference shall be deemed to be a part of this Prospectus from the date of
the filing of such document with the Commission. Any statement contained herein,
or in a document incorporated by reference, or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, therein or in
any subsequently filed document which is also incorporated by reference herein
or therein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the request of any such
person, a copy of any or all of the documents which are incorporated herein by
reference (other than exhibits to such documents that are not specifically
incorporated by reference herein). Requests should be directed to Pacific
Telesis Group's Investor Services Offices, 130 Kearny Street, Suit 2926, San
Francisco, California 94108, telephone (415) 394-3078.
3.
<PAGE>
THE CORPORATION
GENERAL
Pacific Telesis Group was incorporated in 1983 under the laws of
the State of Nevada and has its principal executive offices at 130 Kearny
Street, San Francisco, California 94108 (telephone number (415) 394-3000). The
Corporation is one of seven regional holding companies ("RHCs") formed in
connection with the 1984 divestiture by AT&T Corp. ("AT&T") of its 22 wholly-
owned operating telephone companies ("BOCs") pursuant to a consent decree
settling antitrust litigation (the "Consent Decree") approved by the United
States District Court for the District of Columbia. The Corporation includes a
holding company, Pacific Telesis; two BOCs, Pacific Bell and Nevada Bell (the
"Telephone Companies"), and certain diversified subsidiaries, all described
more fully below. The holding company provides financial, strategic planning,
and general administrative functions on its own behalf and on behalf of its
subsidiaries.
THE TELEPHONE COMPANIES AND THEIR SUBSIDIARIES
Nevada Bell and Pacific Bell and its wholly owned subsidiaries,
Pacific Bell Directory, Pacific Bell Information Services, Pacific Bell Mobile
Services, Pacific Bell Internet Services, Pacific Bell Network Integration, and
others, provide a variety of communications and information services in
California and Nevada. These services include: (1) dial tone and usage services,
including local service (both exchange and private line), message toll services
within a service area, Wide Area Toll Service (WATS)/800 services within a
service area, Centrex service (a central office-based switching service) and
various special and custom calling services; (2) exchange access to
interexchange carriers and information service providers for the origination and
termination of switched and non-switched (private line) voice and data traffic;
(3) billing services for interexchange carriers and information service
providers; (4) various operator services; (5) installation and maintenance of
customer premises wiring; (6) public communications services; (7) directory
advertising; (8) selected information services, such as voice mail; (9) Internet
access; and (10) network integration services.
Pacific Bell Directory ("Directory") publishes the Pacific Bell
SMART Yellow Pages(R). It is the oldest and largest publisher of Yellow Pages in
California and is among the largest Yellow Pages publishers in the United
States. As part of its ongoing small business advocacy efforts, Directory
produces an award-winning publication in partnership with the U.S. Small
Business Administration. Small Business Success, now in its ninth year,
addresses topics of importance to entrepreneurs.
Pacific Bell Information Services ("PBIS") provides business and
residential voice mail and other selected information services. Current products
include The Message Center for home use, Pacific Bell Voice Mail for businesses
and Pacific Bell Call Management, a service that handles incoming business calls
and connects computer databases to answer routine customer questions.
Pacific Bell Mobile Services ("PBMS") was formed in 1994 to
pursue opportunities in personal communications services ("PCS"), a new
generation of wireless services geared to the business and consumer markets. In
1995, Pacific Telesis Mobile Services, a wholly owned subsidiary of the
Corporation, was awarded two licenses to offer PCS services in California and
Nevada from the Federal Communications Commission ("FCC"). PBMS will design,
construct, manage, and market services for the network. Management expects a
widespread offering of PCS services by early 1997.
Pacific Bell Internet Services ("PBI") was formed in 1995 to
provide Internet access services to a broad range of customers in California.
PBI began providing Internet access to large businesses in the third quarter of
1995 and began providing residential service in May 1996.
Pacific Bell Network Integration ("PBNI") was formed in 1995 to
pursue opportunities in the network integration business. In 1995, PBNI began
offering network design, installation and maintenance, and
4.
<PAGE>
network management services for business data communication networks. PBNI
anticipates it will expand its service offerings in 1996.
OTHER SUBSIDIARIES AND TELESIS FOUNDATION
Pacific Bell Communications ("PBC") was formed in 1995 to
compete in the long-distance market under the Telecommunications Act of 1996
(the "Telecommunications Act"). Although PBC must meet certain requirements
before it can offer long-distance service, management expects to fulfill those
requirements in the first part of 1997. In February 1996, PBC filed an
application for certification to provide local and long-distance services in
Nevada with the Nevada Public Utilities Commission. In March 1996, PBC filed an
application for certification to provide local and long-distance services in
California with the California Public Utilities Commission.
Pacific Telesis Enterprises was formed to be the holding company
for certain other subsidiaries and work groups that are pursuing entry into
competitive and/or emerging markets such as wireless, traditional and
interactive video, and Internet information and shopping services.
Pacific Telesis Enhanced Services was formed to provide support
functions to certain other subsidiaries thereby allowing these subsidiaries to
focus on service and customer development.
Pacific Bell Interactive Media ("PBIM") is the successor
company to ESS Ventures, a joint venture with the Los Angeles Times. PBIM was
formed to develop and offer California specific information, activity and
shopping opportunities on the Internet.
Pacific Bell Video Services was formed to provide video services.
Cross Country Wireless Inc. ("CCW") was acquired in July 1995.
CCW has existing wireless television operations with over 40,000 video customers
in and near Riverside, California and holds licenses and rights to provide
wireless television in Los Angeles, Orange County, and San Diego.
Pacific Telesis Wireless Broadband Services ("PTWBS") was granted
licenses in the 38 Ghz band from the FCC and has other applications pending.
PTWBS is currently evaluating its strategic options for the granted licenses.
PacTel Capital Resources ("PTCR") has issued commercial paper
and medium-term notes guaranteed by the Corporation from time to time since
1987. In the future, PTCR may also provide funding and other forms of financial
support for its other affiliates.
PacTel Capital Funding may issue guarantees and other forms of
financial support for its affiliates and third parties.
PacTel Re Insurance Corporation, Inc. reinsures policies of
outside insurance companies covering workers' compensation, general liability,
and auto liability exposures of the Corporation and its subsidiaries and
affiliates. The subsidiary also issues policies of property insurance directly
to the Corporation's subsidiaries and engages in property reinsurance
transactions in insurance markets worldwide.
Pacific Telesis Group-Washington represents the Corporation's
interests in Washington, D.C. before the three branches of the federal
government. It also acts as a liaison with other telecommunications companies,
trade associations, government agencies, and a wide variety of interest groups.
Telesis Foundation, a private foundation organized under section
501(c)(3) of the Internal Revenue Code, makes grants in the areas of education,
health and welfare, cultural, community, and civic activities. As of December
31, 1995, Telesis Foundation had total assets with an estimated market value of
$56 million.
5.
<PAGE>
Pacific Telesis Financing I and Pacific Telesis Financing II, two
Delaware business trusts owned by the Corporation, have issued trust originated
preferred securities ("TOPrS") subject to a limited guarantee from Pacific
Telesis and have invested the funds in subordinated deferrable interest
debentures of Pacific Telesis.
RESEARCH AND DEVELOPMENT
Bell Communications Research, Inc. ("Bellcore") furnishes the
BOCs, including the Telephone Companies, with technical and consulting
assistance to support their provision of exchange telecommunications and
exchange access services. Each of the other six RHCs or their BOCs and Pacific
Bell hold one-seventh of the voting stock of Bellcore, which serves as a central
point of contact for coordinating the efforts of the RHCs in meeting the
national security and emergency preparedness requirements of the federal
government. In April 1995, Bellcore announced a decision by its owners to pursue
the sale or other disposition of Bellcore. The owners have retained two
investment banking firms in connection with the proposed sale or other
disposition. A final decision regarding the disposition of interests and the
structure of such transaction has yet to be determined. Any transaction will be
subject to necessary approvals.
In addition, the Corporation conducts research and development
through Pacific Bell and through Telesis Technologies Laboratory Inc., a wholly
owned subsidiary of the Corporation. The Corporation spent approximately $16
million, $52 million, and $30 million in 1995, 1994, and 1993, respectively, on
research and development activities.
RECENT DEVELOPMENTS
SBC Communications Inc., a Delaware corporation ("SBC"), and
Pacific Telesis have entered into a definitive merger agreement (the "Merger
Agreement") pursuant to which SBC Communications (NV) Inc., a Nevada
corporation and a wholly-owned subsidiary of SBC, would be merged with and into
Pacific Telesis. Under terms of the Merger Agreement, each share of Pacific
Telesis Common Stock will be converted into 0.733 shares of common stock, par
value $1.00 per share, of SBC, subject to adjustment, as described in the Merger
Agreement. Under the Merger Agreement, except for the dividend payable May 1,
1996, Pacific Telesis may not pay a dividend in excess of 73.3% of SBC's
dividend. The transaction, which has been approved by the board of directors of
each company, will be accounted for as a pooling of interests and be a tax-free
reorganization. The Merger Agreement is subject to certain regulatory approvals
as well as approval by the stockholders of each company at special meetings to
be held on July 31, 1996. There can be no assurance that the Merger Agreement
will be consummated. Details of the proposed merger with SBC, including certain
financial information, appear in Pacific Telesis' Proxy Statement dated June 3,
1996, which is incorporated by reference herein.
6.
<PAGE>
USE OF PROCEEDS
The Corporation will receive no proceeds from the sale of the Shares.
All proceeds from any sales of the Shares will inure to the benefit of the
Selling Stockholders.
SELLING STOCKHOLDERS
All of the Shares are to be offered by the Selling Stockholders during
the Offering Period. The Selling Stockholders were shareholders of Cross Country
Wireless Inc., a Delaware corporation ("CCW"), prior to the Corporation's
acquisition of CCW on July 21, 1995. The Shares were acquired by the Selling
Stockholders in the acquisition. The Selling Stockholders have not held a
position or office with the Corporation or its affiliates (other than as
described above with respect to CCW) and have not maintained a material
relationship with the Corporation or its affiliates (other than as described
above with respect to CCW) during the three year period preceding the date of
this Prospectus. The following table sets forth certain information about each
Selling Stockholder and the number of shares being offered on behalf of each
Selling Stockholder. The total number of Shares to be owned by any Selling
Stockholder after the completion of the offering will not exceed 1% of the
outstanding Common Stock of the Corporation.
<TABLE>
<CAPTION> Number of
Name of Shares Owned Number of Shares
Selling Stockholder Prior to Offering Being Offered
- ------------------------------------- ----------------- -------------
<S> <C> <C>
Leslie Alexander 103,888 99,005
Morris Belzberg 19,919 18,983
Alexander L. Bolen 3,629 3,459
R. Haynes Chidsey 3,629 3,459
Feldman Family Limited Partnership 93,315 88,929
Barbara Feldman 32,549 31,019
Mr. & Mrs. Charles Furlong 4,968 4,734
Mr. & Mrs. Douglas Furlong 1,656 1,578
Albert Furman 39,836 37,963
Emanuel Gerard 91,891 87,573
Emanuel Gerard IRA/Rollover #2 WCI 154,554 147,288
Mr. & Mrs. Robert Glassman 331 316
Robert Harow 919 876
Yra Harris 47,749 45,505
Philip Hempleman 39,495 37,639
Marc Howard 167,593 159,715
Lowell Hussey 53,326 50,819
Mr. & Mrs. Paul Hydock 66 63
Indosuez Cross Country Partners 66,657 63,524
</TABLE>
7.
<PAGE>
<TABLE>
<CAPTION>
Name of Shares Owned Number of Shares
Selling Stockholder Prior to Offering Being Offered
- ------------------------------------- ----------------- -------------
<S> <C> <C>
Indosuez CM II, Inc. 136,120 129,722
Murray T. Kenney 13,614 12,975
Laurence Levine 31,507 30,025
Jay Levine 31,506 30,025
Les J. Lieberman 47,188 44,970
Beatrice A. Liu 12,169 11,596
Lunt Realty & Investments 4,980 4,747
David Mack 14,195 13,528
Earle Mack 124,119 118,285
William Mack 116,871 111,377
Richard Mack Trust 33,764 32,176
Stephen Mack Trust 33,764 32,176
Andrew H. Marshak 3,629 3,459
Gerard Klauer Mattison & Co., LLC 15,371 14,649
Joan M. Mattison 95,796 91,294
William C. Mattison, Jr., IRA 62,105 59,185
Mattison Family Trust 155,652 148,336
Richard C. McKenzie, Jr. 66,929 63,782
Robert Milano 190,737 181,771
Rich Mortell 1,991 1,897
Multi Channel Media Inc. 295,464 281,576
John O'Brien 90,216 85,975
Peter K. Pak 3,629 3,459
Pam & Associates Money Purchase Plan 4,980 4,747
John G. Popp 7,712 7,350
Aloysious Ring 166 158
Mr. & Mrs. Donald Ring 994 947
Mr. & Mrs. Michael P. Ring 663 632
Mary Ruth Ring 6,624 6,314
Francesca Ring Trust 5,625 5,360
George M. Ring Trust 827 789
</TABLE>
8.
<PAGE>
<TABLE>
<CAPTION>
Name of Shares Owned Number of Shares
Selling Stockholder Prior to Offering Being Offered
- ------------------------------------- ----------------- -------------
<S> <C> <C>
Thomas Ring 66 63
Justin Ring Trust 5,625 5,360
Sidney Rosenberg 9,958 9,490
John L. Sabre 7,712 7,350
Eric T. Singer 17,461 16,640
LLC, LLC 92,225 87,890
Henry Shatkin 1,991 1,897
Morris Strauss 24,338 23,193
Edward M. Telman 5,975 5,694
Mrs. Dorothy Ware 1,656 1,578
Brigid White 33 32
Mr. & Mrs. Thomas White 1,656 1,578
</TABLE>
9.
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being offered directly by the Selling
Stockholders during the Offering Period. The Corporation will receive no
proceeds from the sale of any of the Shares. The sale of the Shares may be
effected by the Selling Stockholders from time to time during the Offering
Period in transactions on the New York Stock Exchange, the Pacific Stock
Exchange, the Chicago Stock Exchange and any other exchange on which the Pacific
Telesis Common Stock is traded, in negotiated transactions or otherwise, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the Shares during
the Offering Period to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Corporation has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the Securities Act. The
Selling Stockholders have agreed to indemnify the Corporation and its directors
and officers in certain circumstances, against certain expenses and liabilities,
including liabilities arising under the Securities Act.
10.
<PAGE>
LEGAL MATTERS
The validity of the Pacific Telesis Common Stock offered hereby will
be passed upon for Pacific Telesis by Richard W. Odgers, Esq., Executive Vice
President-External Affairs and General Counsel for Pacific Telesis, who
beneficially owns, as of May 31, 1996, approximately 2,296 shares of Pacific
Telesis Common Stock pursuant to the Pacific Telesis Group Supplemental
Retirement and Savings Plan for Salaried Employees and owns options to purchase
an aggregate of 124,000 shares of Pacific Telesis Common Stock of which options
to purchase 70,000 shares of Pacific Telesis Common Stock are currently
exercisable and options to purchase 54,000 shares of Pacific Telesis Common
Stock will be exercisable within a year.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated balance sheets as of December 31, 1995 and 1994, and
the consolidated statements of income, retained earnings and cash flows for each
of the three years in the period ended December 31, 1995, and the financial
statement schedule included in Pacific Telesis Group's Annual Report on Form 10-
K for the year ended December 31, 1995, incorporated by reference in this
Prospectus have been incorporated by reference herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in auditing and accounting.
11.
<PAGE>
2,576,494 SHARES
PACIFIC TELESIS GROUP
COMMON STOCK
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of various
expenses in connection with the sale and distribution of the securities being
registered other than underwriting discounts and commissions. All of the amounts
shown are estimates except for the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee........................... $ 29,500
Legal fees and expenses........................ 10,000
Accounting fees and expenses................... 2,500
Miscellaneous.................................. 2,500
---------
Total..................................... $ 44,500
=========
</TABLE>
The Selling Stockholders will bear their own sales commissions
and related sales expenses in connection with this offering and $10,000of the
total expenses described above. The Corporation will bear the balance of all
other expenses listed above.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 78.037 of the Nevada Revised Statutes ("NRS") 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 on actions for equitable relief.
With respect to lawsuits not thus limited by the Corporation's
Articles, NRS 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
II-1
<PAGE>
in connection with such actions, 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 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 Articles state 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 executive
officers as provided in this Article.
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 16. EXHIBITS.
4.1 Specimen Certificate of the Corporation's Common Stock
(incorporated by reference to Exhibit 4b to Form SE filed
September 25, 1989 as part of the Registrant's Current Report on
Form 8-K dated September 22, 1989).
4.2 Rights Agreement, dated as of September 22, 1989 between the
Corporation and The Bank of Boston (c/o Boston Equiserve), as the
Successor Rights Agent, which includes as Exhibit B thereto the
form of Rights Certificate (incorporated by reference to Exhibits
1 and 2 to the Registrant's Form 8-A filed September 25, 1989).
5.1 Opinion of Richard W. Odgers, Esq.
15.1 Letter re: unaudited interim financial information
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Consent of Richard W. Odgers, Esq. (included in the Opinion of
Counsel filed as Exhibit 5.1 hereto).
24.1 Power of Attorney.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
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; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the ``Calculation of Registration
Fee'' table in the effective Registration Statement; and (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 (i) and (ii)
do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by (i)
and (ii) is contained in periodic reports filed 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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and Exchanges 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.
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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, California on this 11th day of
July, 1996.
PACIFIC TELESIS GROUP
By: *
--------------------------------------
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
* Chairman of the Board, President & Chief July 11, 1996
- ---------------------------- Executive Officer (principal executive
Philip J. Quigley officer)
* Executive Vice President, Chief Financial July 11, 1996
- ---------------------------- Officer and Treasurer (principal financial
William E. Downing officer and principal accounting officer)
* Director July 11, 1996
- ----------------------------
Gilbert F. Amelio
* Director July 11, 1996
- ----------------------------
William P. Clark
* Director July 11, 1996
- ----------------------------
Herman E. Gallegos
* Director July 11, 1996
- ----------------------------
Frank C. Herringer
* Director July 11, 1996
- ----------------------------
Mary S. Metz
* Director July 11, 1996
- ----------------------------
Lewis E. Platt
* Director July 11, 1996
- ----------------------------
Toni Rembe
* Director July 11, 1996
- ----------------------------
S. Donley Ritchey
* Director July 11, 1996
- ----------------------------
Richard M. Rosenberg
*By /s/ Richard W. Odgers July 11, 1996
------------------------
Attorney-in-fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
4.1 Specimen Certificate of the Corporation's Common Stock
(incorporated by reference to Exhibit 4b to Form SE filed
September 25, 1989 as part of the Registrant's Current Report
on Form 8-K dated September 22, 1989).
4.2 Rights Agreement, dated as of September 22, 1989 between the
Corporation and The Bank of Boston (c/o Boston Equiserve), as
the Successor Rights Agent, which includes as Exhibit B thereto
the form of Rights Certificate (incorporated by reference to
Exhibits 1 and 2 to the Registrant's Form 8-A filed September
25, 1989).
5.1 Opinion of Richard W. Odgers, Esq.
15.1 Letter re: unaudited interim financial information
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Consent of Richard W. Odgers, Esq. (included in the Opinion of
Counsel filed as Exhibit 5.1 hereto).
24.1 Power of Attorney.
<PAGE>
EXHIBIT 5.1
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Fiduciary Plaza
Washington, D.C. 20549
Re: Pacific Telesis Group Registration
Statement on Form S-3 filed with the
Securities and Exchange Commission on July 16, 1996
---------------------------------------------------
Ladies and Gentlemen:
I am Executive Vice President-External Affairs and General
Counsel for Pacific Telesis Group, a Nevada corporation (the "Company"). In
connection with the proposed public offering of 2,576,494 shares of Common
Stock, par value $0.10 per share (the "Shares"), we have supervised and are
familiar with the procedures relating to such public offering. The public
offering is made pursuant to a registration statement on Form S-3 filed with the
SEC (the "Registration Statement").
I am a member of the State Bar of California. I do not express
any opinion as to matters governed by any law other than the law of California
and the federal law of the United States of America
On the basis of the foregoing, and assuming the Registration
Statement becomes and remains effective, I am of the opinion that the Shares are
validly issued, fully paid and nonassessable shares of the Common Stock of the
Company.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to me under the caption of
"Legal Matters" therein.
It is understood that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.
Very truly yours,
/s/ Richard W. Odgers
<PAGE>
EXHIBIT 15.1
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Pacific Telesis Group
Registration on Form S-3
------------------------
We are aware that our report dated May 13, 1996 on our review of the interim
financial information of Pacific Telesis Group and Subsidiaries for the
three-month period ended March 31, 1996 and included in the Corporation'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 a part of the
registration statements prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
Very truly yours,
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of Pacific Telesis Group on Form S-3 of our reports dated
February 22, 1996 on our audits of the consolidated financial statements and the
financial statement schedule of Pacific Telesis Group as of December 31, 1995
and 1994 and for the years ended December 31, 1995, 1994, and 1993, which
reports are included or incorporated by reference in Pacific Telesis Group's
1995 Annual Report on Form 10-K. We also consent to the reference to our Firm
under the caption "Independent Public Accountants."
/s/ Coopers & Lybrand LLP
San Francisco, California
July 16, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (the
"Corporation"), proposes to file 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-3 registering the Corporation's common stock;
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 execute and file such Registration Statement on Form S-3, 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
effecting the filing of the Registration Statement on Form S-3.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his/her hand
this 2nd day of May, 1996.
/s/ Gilbert F. Amelio /s/ Mary S. Metz
- ------------------------------------ ------------------------------------
Gilbert F. Amelio, Director Mary S. Metz, Director
/s/ William P. Clark /s/ Lewis E. Platt
- ------------------------------------ ------------------------------------
William P. Clark, Director Lewis E. Platt, Director
/s/ Herman E. Gallegos /s/ Toni Rembe
- ------------------------------------ ------------------------------------
Herman E. Gallegos, Director Toni Rembe, Director
/s/ Frank C. Herringer /s/ S. Donley Ritchey
- ------------------------------------ ------------------------------------
Frank C. Herringer, Director S. Donley Ritchey, Director
/s/ Richard M. Rosenberg
- ------------------------------------
Richard M. Rosenberg, Director
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (the
"Corporation"), proposes to file 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-3 registering the Corporation's common stock;
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 his capacity as an officer or director, or
both, of the Corporation, to execute and file such Registration Statement on
Form S-3, 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 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 effecting the filing of the Registration Statement on Form S-3.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 2nd day of May, 1996.
/s/ Philip J. Quigley /s/ William E. Downing
- -------------------------------------- --------------------------------------
Philip J. Quigley William E. Downing
Chairman of the Board, President Executive Vice President,
and Chief Executive Officer Chief Financial Officer and Treasurer
(Chief Accounting Officer)
