<PAGE>
FILED PURSUANT TO RULE 424(b)(1)
FILE NO. 333-8185
PROSPECTUS
[LOGO OF PACIFIC TELESIS GROUP(SM)]
2,576,494 SHARES
PACIFIC TELESIS GROUP
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
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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.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION 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 August 5, 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.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
The Corporation............................................................ 4
Use of Proceeds............................................................ 6
Selling Stockholders....................................................... 7
Plan of Distribution....................................................... 9
Legal Matters.............................................................. 9
Independent Public Accountants............................................. 9
</TABLE>
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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 Sections 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, Suite 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 network management
services for business data communication networks. PBNI anticipates it will
expand its service offerings in 1996.
4
<PAGE>
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.
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.
5
<PAGE>
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.
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.
6
<PAGE>
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
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
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
NAME OF SHARES OWNED NUMBER OF SHARES
SELLING STOCKHOLDER PRIOR TO OFFERING BEING OFFERED
------------------- ----------------- ----------------
<S> <C> <C>
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
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>
8
<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.
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.
9
<PAGE>
2,576,494 SHARES
PACIFIC TELESIS GROUP
COMMON STOCK
