<PAGE>
Rule 424(b)(1)
Registration No. 33-63647
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 3, 1996)
[LOGO OF PACIFIC TELESIS GROUP APPEARS HERE]
20,000,000 PREFERRED SECURITIES
PACIFIC TELESIS FINANCING I
7.56% TRUST ORIGINATED PREFERRED SECURITIES SM ("TOPRS SM")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
PACIFIC TELESIS GROUP
----------------
The 7.56% Trust Originated Preferred Securities (the "Preferred Securities")
offered hereby represent preferred undivided beneficial interests in the assets
of Pacific Telesis Financing I, a statutory business trust formed under the
laws of the State of Delaware ("Pacific Telesis Financing" or the "Trust").
Pacific Telesis Group, a Nevada corporation ("Pacific Telesis" and, together
with its subsidiaries, the "Company"), will directly or indirectly own all the
common securities (the "Common Securities" and, together with the Preferred
Securities, the "Trust Securities") representing undivided beneficial interests
in the assets of Pacific Telesis Financing. Pacific Telesis Financing exists
for the sole purpose of issuing the Preferred Securities and Common Securities
and investing the proceeds thereof in an equivalent amount of 7.56%
Subordinated Deferrable Interest Debentures due January 31, 2026 ("Subordinated
Debentures") of Pacific Telesis. Upon a Declaration Event of Default (as
defined herein), the holders of Preferred Securities will have a preference
over the holders of the Common Securities with respect to payments in respect
of distributions and payments upon redemption, liquidation and otherwise.
(continued on next page)
----------------
SEE "RISK FACTORS" BEGINNING ON PAGE S-7 FOR CERTAIN INFORMATION RELEVANT TO
AN INVESTMENT IN THE PREFERRED SECURITIES, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE PREFERRED
SECURITIES MAY BE DEFERRED AND THE RELATED UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF SUCH DEFERRAL.
The Preferred Securities have been approved for listing, subject to official
notice of issuance, on the New York Stock Exchange, Inc. (the "New York Stock
Exchange"). Trading of the Preferred Securities on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of
the Preferred Securities. See "Underwriting."
----------------
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
SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO PACIFIC
OFFERING PRICE(1) COMMISSION(2) TELESIS FINANCING(3)(4)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Preferred Security. $25.00 (3) $25.00
- --------------------------------------------------------------------------------
Total.................. $500,000,000 (3) $500,000,000
</TABLE>
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- --------------------------------------------------------------------------------
(1) Plus accrued distributions, if any, from January 9, 1996.
(2) Pacific Telesis Financing and Pacific Telesis have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be invested in Subordinated Debentures, Pacific Telesis has
agreed to pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the investment therein of such proceeds,
$.7875 per Preferred Security; provided that, such compensation for sales
of 10,000 or more Preferred Securities to a single purchaser will be $.50
per Preferred Security.
(4) Expenses of the offering which are payable by Pacific Telesis are estimated
to be $955,000.
----------------
The Preferred Securities offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them
and subject to their right to reject any order in whole or in part. It is
expected that delivery of the Preferred Securities will be made only in book-
entry form through the facilities of The Depository Trust Company, on or about
January 9, 1996.
----------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC. A.G. EDWARDS & SONS, INC. GOLDMAN, SACHS & CO.
LEHMAN BROTHERS PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED SALOMON BROTHERS INC SMITH BARNEY INC.
----------------
The date of this Prospectus Supplement is January 4, 1996.
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
<PAGE>
(Continued from previous page)
Holders of the Preferred Securities are entitled to receive cumulative cash
distributions at an annual rate of 7.56% of the liquidation amount of $25 per
Preferred Security, accruing from the date of original issuance and payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing March 31, 1996 ("distributions"). The distribution rate and
the distribution and other payment dates for the Preferred Securities will
correspond to the interest rate and interest and other payment dates on the
Subordinated Debentures, which will be the sole assets of Pacific Telesis
Financing. As a result, if principal or interest is not paid on the
Subordinated Debentures, no amounts will be paid on the Preferred Securities.
The payment of distributions out of moneys held by Pacific Telesis Financing
and payments on liquidation of Pacific Telesis Financing or the redemption of
Preferred Securities, as set forth below, are fully and unconditionally
guaranteed by Pacific Telesis (the "Guarantee") if and to the extent the Trust
has funds available therefor. Pacific Telesis' obligations under the Guarantee,
taken together with its other obligations described herein, constitute a full
and unconditional guarantee by Pacific Telesis of payments due on the Preferred
Securities. See "Effect of Obligations Under the Subordinated Debentures and
the Guarantee" herein and "Description of the Guarantees" in the accompanying
prospectus (the "Prospectus"). If Pacific Telesis does not make principal or
interest payments on the Subordinated Debentures, including as a result of
Pacific Telesis' election to extend the interest payment period on the
Subordinated Debentures as described below, Pacific Telesis Financing will not
have sufficient funds to make distributions on the Preferred Securities, in
which event, the Guarantee will not apply to such distributions until Pacific
Telesis has made such principal or interest payments. The obligations of
Pacific Telesis under the Subordinated Debentures are unsecured and will be
subordinate and junior in right of payment, to the extent set forth herein, to
all existing and future Senior Indebtedness (as defined herein) of Pacific
Telesis and will be effectively subordinated to all existing and future
liabilities and obligations of Pacific Telesis' subsidiaries and partnerships.
At September 30, 1995, the aggregate amount of Senior Indebtedness and
liabilities and obligations of Pacific Telesis' subsidiaries and partnerships
that would have effectively ranked senior to the Subordinated Debentures was
approximately $13,025 million.
Pacific Telesis has the right to defer payments of interest on the
Subordinated Debentures by extending the interest payment period on the
Subordinated Debentures at any time for up to 20 consecutive quarters (each an
"Extension Period") provided that no Extension Period may extend beyond the
Maturity Date (as defined herein). If interest payments are so deferred,
distributions on the Preferred Securities will also be deferred. During such
Extension Period, distributions will continue to accrue with interest thereon
(to the extent permitted by applicable law) at an annual rate of 7.56% per
annum compounded quarterly, and during any Extension Period, holders of
Preferred Securities will be required to include deferred interest income in
their gross income for United States federal income tax purposes in advance of
receipt of the cash distributions with respect to such deferred interest
payments. There could be multiple Extension Periods of varying lengths
throughout the term of the Subordinated Debentures. See "Risk Factors--Option
to Extend Interest Payment Period," "Risk Factors--Tax Consequences of
Extension of Interest Payment Period," "Description of the Subordinated
Debentures--Option to Extend Interest Payment Period," and "United States
Federal Income Taxation--Original Issue Discount."
The Subordinated Debentures are redeemable by Pacific Telesis, in whole or in
part, from time to time, on or after January 9, 2001, or at any time in certain
circumstances upon the occurrence of a Tax Event (as defined herein). If
Pacific Telesis redeems Subordinated Debentures, Pacific Telesis Financing must
redeem Trust Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Subordinated Debentures so redeemed at $25
per Trust Security plus accrued and unpaid distributions thereon to the date
fixed for redemption (the "Redemption Price"). See "Description of the
Preferred Securities--Mandatory Redemption." The outstanding Preferred
Securities will be redeemed upon maturity of the Subordinated Debentures. The
Subordinated Debentures mature on January 31, 2026, but Pacific Telesis may
extend the maturity date once for up to an additional 19 years, provided
certain financial conditions are met. See "Description of the Subordinated
Debentures--Option to Extend Maturity Date." In addition, upon the occurrence
of a Special Event (as defined herein) arising from a change in law or a change
in legal interpretation, unless the Subordinated Debentures are redeemed in the
limited circumstances
S-2
<PAGE>
described herein, Pacific Telesis Financing shall be dissolved, with the result
that the Subordinated Debentures will be distributed to the holders of the
Preferred Securities and the Common Securities, on a pro rata basis, in lieu of
any cash distribution. In the case of a Special Event that is a Tax Event,
Pacific Telesis will have the right in certain circumstances to redeem the
Subordinated Debentures, which would result in the redemption by Pacific
Telesis Financing of the Trust Securities in the same amount on a pro rata
basis. If the Subordinated Debentures are distributed to the holders of the
Preferred Securities, Pacific Telesis will use its best efforts to have the
Subordinated Debentures listed on the New York Stock Exchange or on such other
exchange as the Preferred Securities are then listed. See "Description of the
Preferred Securities--Special Event Redemption or Distribution."
In the event of the involuntary or voluntary dissolution, winding up or
termination of Pacific Telesis Financing, the holders of the Preferred
Securities will be entitled to receive for each Preferred Security a
liquidation amount of $25 plus accrued and unpaid distributions thereon
(including interest thereon) to the date of payment, unless, in connection with
such dissolution, the Subordinated Debentures are distributed to the holders of
the Preferred Securities. See "Description of the Preferred Securities--
Liquidation Distribution Upon Dissolution."
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING TRANSACTIONS, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-3
<PAGE>
PACIFIC TELESIS GROUP--SUMMARY FINANCIAL DATA
The summary financial data below should be read in conjunction with the
Company's Financial Statements and notes thereto included in the 1994 Form
10-K and the 1995 Third Quarter Form 10-Q, which are incorporated by reference
into this Prospectus. See "Incorporation of Certain Documents by Reference" in
the accompanying Prospectus. The summary financial data for the five years ended
December 31, 1994, are derived from financial statements that have been audited
by Coopers & Lybrand L.L.P., independent certified public accountants. See
"Independent Public Accountants" in the accompanying Prospectus. The summary
financial data for the nine months ended September 30, 1995 and 1994 are derived
from financial statements that are unaudited, but which, in the opinion of
management, include all adjustments necessary for a fair presentation of the
financial position and results of operations for these periods.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------ ------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- ----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL DATA
Results of Operations:
Operating revenues..... $ 6,760 $ 6,879 $ 9,235 $ 9,244 $ 9,108 $ 9,168 $ 9,052
Operating expenses..... 5,222 5,181 7,041 8,582 7,025 7,217 6,989
Operating income....... 1,538 1,698 2,194 662 2,083 1,951 2,063
Income from continuing
operations............ 817 874 1,136 191 1,173 931 981
Income (loss) from
spun-off operations... -- 23 23 29 (31) 84 49
Cumulative effect of
accounting changes.... -- -- -- (1,724) -- -- --
Extraordinary item, net
of tax................ (3,360) -- -- -- -- -- --
Net income (loss)...... $ (2,543) $ 897 $ 1,159 $ (1,504) $ 1,142 $ 1,015 $ 1,030
Earnings (Loss) Per
Share:
Income from continuing
operations............ $ 1.92 $ 2.06 $ 2.68 $ 0.46 $ 2.91 $ 2.37 $ 2.47
Income (loss) from
spun-off operations... -- 0.06 0.05 0.07 (0.08) 0.21 0.12
Cumulative effect of
accounting changes.... -- -- -- (4.16) -- -- --
Extraordinary item..... (7.90) -- -- -- -- -- --
Net income (loss)...... $ (5.98) $ 2.12 $ 2.73 $ (3.63) $ 2.83 $ 2.58 $ 2.59
Total assets*........... $ 15,601 $ 20,293 $ 20,139 $ 23,437 $ 21,849 $ 21,226 $ 21,051
Net assets of spun-off
operations............. -- -- -- $ 2,874 $ 745 $ 663 $ 634
Shareowners' equity..... $ 2,173 $ 5,180 $ 5,233 $ 7,786 $ 8,251 $ 7,729 $ 7,401
Continuing Operations**:
Return on equity (%)... (64.5) 22.7 22.0 (26.3) 16.1 13.4 14.2
Return on capital (%).. (26.8) 14.5 14.3 (8.6) 12.0 10.6 11.2
Debt maturing within
one year.............. $ 881 $ 218 $ 246 $ 595 $ 1,158 $ 951 $ 810
Long-term obligations.. $ 5,232 $ 4,934 $ 4,897 $ 5,129 $ 5,207 $ 5,395 $ 5,496
Debt ratio (%)......... 73.8 49.9 49.6 53.8 45.9 47.3 48.2
Capital expenditures... $ 2,019 $ 1,084 $ 1,684 $ 1,886 $ 1,852 $ 1,737 $ 1,760
Cash from operating
activities............ $ 1,982 $ 2,162 $ 2,947 $ 2,727 $ 2,807 $ 2,439 $ 2,542
OPERATING DATA
Employees............... 49,976 53,162 51,590 55,355 57,023 59,037 62,979
Toll messages
(millions)***.......... 3,639 3,355 4,485 4,272 4,158 4,092 4,174
Carrier access minutes-
of-use (millions)...... 44,083 39,968 53,486 49,674 46,800 43,872 41,383
Customer switched access
lines in service
(thousands)............ 15,640 15,223 15,298 14,873 14,551 14,262 13,868
Average shares
outstanding
(thousands)............ 425,184 423,937 423,969 414,171 402,977 400,023 403,569
Number of common
shareowners............ 733,983 773,447 764,749 804,024 881,607 919,796 1,005,548
</TABLE>
- --------
Notes to Summary Financial Data Table:
(1) Effective April 1, 1994, the Company spun off to its shareowners its
domestic and international cellular, paging, and other wireless operations
in a one-for-one stock distribution of its 86 percent interest in these
operations. As a result, the Company's total assets and shareowners'
equity were each reduced by $2.9 billion during 1994. The Company's
previous interests in the operating results and net assets of "spun-off
operations" are classified separately and excluded from the Company's
revenues, expenses, and other amounts presented for "continuing
operations."
Results for 1993, 1991, and 1990 reflect restructuring charges which
reduced income from continuing operations by $861, $122, and $65 million
for each respective year, and related per share amounts by $2.08, $.30, and
$.16 for each respective year. Results
S-4
<PAGE>
for 1993 also reflect the cumulative after-tax effects of applying new
accounting rules for postretirement and postemployment benefits to prior
years.
(2) Effective third quarter 1995, management determined that it is no longer
appropriate for Pacific Bell to continue to use the special accounting
rules of Statement of Financial Accounting Standards No. 71 ("SFAS 71"),
"Accounting for the Effects of Certain Types of Regulation", for entities
subject to traditional regulation. Management's decision for Pacific Bell
to change to the more general accounting rules used by competitive
enterprises was based upon assessing the emerging competitive environment
in California. As a result, the Company recorded during the third quarter
a non-cash, extraordinary charge of $3.4 billion, or $7.86 per share,
which is net of a deferred income tax benefit of $2.4 billion. The
telephone plant write-down portion of the charge reflects a pre-tax
increase in Pacific Bell's accumulated depreciation reserve of
approximately $4.8 billion. The extraordinary charge also includes a pre-
tax write-off of approximately $1 billion to eliminate Pacific Bell's
regulatory assets and liabilities. As a result of the extraordinary
charge, the Company's shareowners' equity was reduced by $3.4 billion. The
discontinuance of SFAS 71 is not expected to have a material effect on
future earnings.
* Includes net assets of spun-off operations for years prior to 1994.
** Excludes spun-off operations.
*** Toll messages include Message Telecommunications Services, Optional
Calling Plans, WATS, and Terminating 800 messages. Pacific Bell expanded
its local calling areas effective June 1991, which reduced subsequent toll
message volumes. As a result, comparisons of 1992 and subsequent years'
volumes with prior year volumes are not meaningful.
The following information concerning the Company, Pacific Telesis Financing,
the Preferred Securities, the Guarantee and the Subordinated Debentures
supplements, and should be read in conjunction with, the information contained
in the accompanying Prospectus. Capitalized terms used in this Prospectus
Supplement have the same meanings as in the accompanying Prospectus.
PACIFIC TELESIS GROUP
The Company 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 Company is one of
seven regional holding companies formed in connection with the 1984
divestiture by AT&T Corp. 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, which has retained jurisdiction over the interpretation
and enforcement of the Consent Decree.
The Company includes a holding company, Pacific Telesis; two BOCs, Pacific
Bell and Nevada Bell; and certain diversified subsidiaries. The holding
company provides financial, strategic planning, legal and general
administrative functions on its own behalf and on behalf of its subsidiaries.
Pacific Bell and its wholly-owned subsidiaries, Pacific Bell Directory,
Pacific Bell Information Services and Pacific Bell Mobile Services, and Nevada
Bell provide a variety of communications and information services in
California and Nevada. These services include: (1) dialtone 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 publishing; and (8) selected information services,
such as voice mail and electronic mail. Pacific Bell Mobile Services was
formed in 1994 to offer personal communications services and other mobile
telecommunications services and has not yet commenced service.
S-5
<PAGE>
PACIFIC TELESIS FINANCING I
Pacific Telesis Financing is a statutory business trust formed under Delaware
law pursuant to (i) a declaration of trust executed by Pacific Telesis, as
sponsor (the "Sponsor"), and the trustees of Pacific Telesis Financing (the
"Pacific Telesis Trustees") and (ii) the filing of a certificate of trust with
the Secretary of State of the State of Delaware on October 17, 1995. The
declaration of trust will be amended and restated in its entirety (as so
amended and restated, the "Declaration") substantially in the form filed as an
exhibit to the Registration Statement of which this Prospectus Supplement forms
a part. The Declaration will be qualified as an indenture under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). Upon issuance of
the Preferred Securities, the purchasers thereof will own all of the Preferred
Securities. Pacific Telesis will directly or indirectly acquire Common
Securities in an aggregate liquidation amount equal to 3% of the total capital
of Pacific Telesis Financing and will own all of the issued and outstanding
Common Securities. Pacific Telesis Financing exists for the exclusive purposes
of (i) issuing the Trust Securities representing undivided beneficial interests
in the assets of the Trust, (ii) investing the gross proceeds of the Trust
Securities in the Subordinated Debentures and (iii) engaging in only those
other activities necessary or incidental thereto. The Trust has a term of 55
years, but may be terminated earlier as provided in the Declaration.
Pursuant to the Declaration, the number of Pacific Telesis Trustees will
initially be five. Three of the Pacific Telesis Trustees (the "Regular
Trustees") will be persons who are employees or officers of or who are
affiliated with Pacific Telesis. The fourth trustee will be a financial
institution unaffiliated with Pacific Telesis that will serve as property
trustee under the Declaration and as indenture trustee for the purposes of the
Trust Indenture Act (the "Property Trustee"). The fifth trustee will be a
natural person who is a resident of the State of Delaware or a legal entity
which maintains its principal place of business in the State of Delaware (the
"Delaware Trustee"). The First National Bank of Chicago will act as the
Property Trustee and Michael J. Majchrzak, an employee of an affiliate of the
Property Trustee and a Delaware resident, will act as the Delaware Trustee, in
each case until removed or replaced by the holder of the Common Securities. The
First National Bank of Chicago will also act as indenture trustee under the
Guarantee (the "Guarantee Trustee"). See "Description of the Guarantees" in the
accompanying Prospectus.
The Property Trustee will hold title to the Subordinated Debentures for the
benefit of the Trust and the holders of the Trust Securities and, so long as
the Subordinated Debentures are held by Pacific Telesis Financing, the Property
Trustee will have the power to exercise all rights, powers, and privileges of a
holder of Subordinated Debentures under the Indenture (as defined in
"Description of Subordinated Debentures" herein). In addition, the Property
Trustee will maintain exclusive control of a segregated non-interest bearing
bank account (the "Property Account") to hold all payments made in respect of
the Subordinated Debentures for the benefit of the holders of the Trust
Securities. The Property Trustee will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the Trust
Securities out of funds from the Property Account. The Guarantee Trustee will
hold the Guarantee for the benefit of the holders of the Preferred Securities.
Pacific Telesis, as the direct or indirect holder of all the Common Securities,
will have the right to appoint, remove or replace any Pacific Telesis Trustee
and to increase or decrease the number of Pacific Telesis Trustees. Pacific
Telesis will pay all fees, expenses, debts and obligations (other than the
Trust Securities) related to Pacific Telesis Financing and the offering of the
Trust Securities. See "Description of the Preferred Securities--Expenses and
Taxes."
The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration, the Delaware Business Trust Act, as amended (the "Trust Act") and
the Trust Indenture Act. See "Description of the Preferred Securities."
S-6
<PAGE>
RISK FACTORS
Prospective purchasers of Preferred Securities should carefully review the
information contained in other sections of this Prospectus Supplement and in
the accompanying Prospectus and should in particular consider the following
matters.
RANKING OF SUBORDINATE OBLIGATIONS UNDER THE GUARANTEE AND SUBORDINATED
DEBENTURES
Pacific Telesis' obligations under the Guarantee are unsecured and
subordinate and junior in right of payment to all liabilities of Pacific
Telesis and pari passu with the most senior preferred or preference stock now
or hereafter issued, from time to time, if any, by Pacific Telesis, except
those made subordinate or pari passu by their terms, and with any guarantee
now or hereafter issued by Pacific Telesis in respect of any preferred stock
or preference stock of any affiliate of Pacific Telesis. The obligations of
Pacific Telesis under the Subordinated Debentures are subordinate and junior
in right of payment, to the extent set forth herein, to all present and future
Senior Indebtedness of Pacific Telesis and will be effectively subordinated to
all existing and future liabilities and obligations of Pacific Telesis'
subsidiaries and partnerships. At September 30, 1995, the aggregate amount of
Senior Indebtedness and liabilities and obligations of Pacific Telesis'
subsidiaries and partnerships that would have effectively ranked senior to the
Subordinated Debentures was approximately $13,025 million. There are no terms
in the Preferred Securities, the Subordinated Debentures or the Guarantee that
limit the Company's ability to incur additional indebtedness, including
indebtedness that ranks senior to the Subordinated Debentures and the
Guarantee. See "Description of the Guarantees--Status of the Guarantees" in
the accompanying Prospectus, and "Description of the Subordinated Debentures--
Subordination" herein.
TRUST DISTRIBUTIONS DEPENDENT ON PACIFIC TELESIS' PAYMENTS ON SUBORDINATED
DEBENTURES
The Trust's ability to make distributions and other payments on the
Preferred Securities is solely dependent upon Pacific Telesis making interest
and other payments on the Subordinated Debentures. If Pacific Telesis were not
to make payments on the Subordinated Debentures for any reason, including as a
result of Pacific Telesis' election to defer the payment of interest on the
Subordinated Debentures by extending the interest period on the Subordinated
Debentures or as a result of Pacific Telesis' election to extend the maturity
of the Subordinated Debentures, the Trust will not make payments on the Trust
Securities. In such an event, holders of the Preferred Securities would not be
able to rely on the Guarantee since distributions and other payments on the
Preferred Securities are subject to such Guarantee only if and to the extent
that Pacific Telesis Financing has funds available therefor. Holders of the
Preferred Securities have the right to proceed first and directly against
Pacific Telesis to enforce Pacific Telesis' obligations to make payments under
the Guarantee. However, if the Trust's failure to make distributions on the
Preferred Securities is a consequence of Pacific Telesis' exercise of its
right to extend the interest payment period for the Subordinated Debentures,
the Guarantee does not provide that any payment shall be made on the Preferred
Securities. See "Description of the Guarantees--Status of the Guarantees" in
the accompanying Prospectus.
OPTION TO EXTEND INTEREST PAYMENT PERIOD OR MATURITY DATE
Pacific Telesis has the right under the Indenture to (a) defer payments of
interest on the Subordinated Debentures by extending the interest payment
period at any time, and from time to time, on the Subordinated Debentures or
(b) to extend the maturity date of the Subordinated Debentures. As a
consequence of an extension of the interest payment period, quarterly
distributions on the Preferred Securities would be deferred (but despite such
deferral, to the extent permitted by law, would continue to accrue with
interest thereon compounded quarterly) by Pacific Telesis Financing during any
such Extension Period. Such right to extend the interest payment period for
the Subordinated Debentures is limited at any time to a period not exceeding
20 consecutive quarters, provided that no Extension Period may extend beyond
the Maturity Date of the Subordinated Debentures. In the event that Pacific
Telesis exercises this right to defer interest payments, then, prior to the
payment of all accrued interest on outstanding Subordinated Debentures, (a)
Pacific Telesis shall
S-7
<PAGE>
not declare or pay dividends on, or make a distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of its capital stock, (b) Pacific Telesis shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by Pacific Telesis that rank pari passu with or junior
to the Subordinated Debentures and (c) Pacific Telesis shall not make guarantee
payments with respect to the foregoing (other than pursuant to the Guarantee);
provided, however, that restriction (a) above does not apply to any stock
dividends paid by Pacific Telesis where the dividend stock is the same stock as
that on which the dividend is being paid. Prior to the termination of any such
Extension Period, Pacific Telesis may further extend the interest payment
period; provided that, such Extension Period, together with all such previous
and further extensions thereof, may not exceed 20 consecutive quarters or
extend beyond the Maturity Date of the Subordinated Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due,
Pacific Telesis may commence a new Extension Period, subject to the above
requirements. Consequently, there could be multiple Extension Periods of
varying lengths prior to the Maturity Date of the Subordinated Debentures. See
"Description of the Preferred Securities--Distributions" and "Description of
the Subordinated Debentures--Option to Extend Interest Payment Period."
TAX CONSEQUENCES OF EXTENSION OF INTEREST PAYMENT PERIOD
Should Pacific Telesis exercise its right to defer payments of interest by
extending the interest payment period, each holder of Preferred Securities will
continue to accrue income (as original issue discount ("OID")) in respect of
the deferred interest allocable to its Preferred Securities for United States
federal income tax purposes. Such income will be allocated but not distributed
to holders of record of Preferred Securities. As a result, each such holder of
Preferred Securities will recognize income for United States federal income tax
purposes in advance of the receipt of cash and will not receive the cash from
Pacific Telesis Financing related to such income if such holder disposes of its
Preferred Securities prior to the record date for the date on which
distributions of such amounts are made. Pacific Telesis has no current
intention of exercising its right to defer payments of interest by extending
the interest payment period on the Subordinated Debentures. However, should
Pacific Telesis determine to exercise such right in the future, the market
price of the Preferred Securities is likely to be adversely affected. A holder
that disposes of its Preferred Securities during an Extension Period,
therefore, might not receive the same return on its investment as a holder that
continues to hold its Preferred Securities. In addition, as a result of the
existence of Pacific Telesis' right to defer interest payments, the market
price of the Preferred Securities (which represent an undivided beneficial
interest in the Subordinated Debentures) may be more volatile than other
securities on which OID accrues that do not have such rights. See "United
States Federal Income Taxation--Original Issue Discount."
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
Upon the occurrence of a Special Event, Pacific Telesis Financing shall be
dissolved, except in the limited circumstance described herein, with the result
that the Subordinated Debentures would be distributed to the holders of the
Trust Securities. In the case of a Special Event that is a Tax Event, in
certain circumstances, Pacific Telesis shall have the right to redeem the
Subordinated Debentures, in whole or in part, in which event Pacific Telesis
Financing will redeem the Trust Securities on a pro rata basis to the same
extent as the Subordinated Debentures are redeemed by Pacific Telesis. See
"Description of the Preferred Securities--Special Event Redemption or
Distribution."
Under current United States federal income tax law, a distribution of
Subordinated Debentures upon the dissolution of Pacific Telesis Financing would
not be a taxable event to holders of the Preferred Securities. However, a
dissolution of Pacific Telesis Financing in which holders of the Preferred
Securities receive cash would be a taxable event to such holders. See "United
States Federal Income Taxation--Receipt of Subordinated Debentures or Cash Upon
Liquidation of Pacific Telesis Financing."
There can be no assurance as to the market prices for the Preferred
Securities or the Subordinated Debentures that may be distributed in exchange
for Preferred Securities if a dissolution or liquidation of
S-8
<PAGE>
Pacific Telesis Financing were to occur. Accordingly, the Preferred Securities
that an investor may purchase, whether pursuant to the offer made hereby or in
the secondary market, or the Subordinated Debentures that a holder of Preferred
Securities may receive on dissolution and liquidation of Pacific Telesis
Financing, may trade at a discount to the price that the investor paid to
purchase the Preferred Securities offered hereby. Because holders of Preferred
Securities may receive Subordinated Debentures upon the occurrence of a Special
Event, prospective purchasers of Preferred Securities are also making an
investment decision with regard to the Subordinated Debentures and should
carefully review all the information regarding the Subordinated Debentures and
Pacific Telesis contained herein and in the accompanying Prospectus. See
"Description of the Preferred Securities--Special Event Redemption or
Distribution" and "Description of the Subordinated Debentures."
PROPOSED TAX LAW CHANGES
On December 7, 1995, the U.S. Treasury Department proposed a series of tax
law changes that would, among other things, prevent companies from deducting
interest on debt instruments with a maturity of more than 40 years and on
instruments with a maximum term of more than 20 years which are not shown as
indebtedness on the consolidated balance sheet of the issuer. Either of these
proposals, if enacted, would prevent Pacific Telesis from deducting interest
paid on the Subordinated Debentures. However, on December 19, 1995 the Treasury
Department stated that, based upon input it had received to date, it would
recommend to Congress that transitional relief from the proposed changes be
granted for financial instruments that are issued pursuant to a registration
statement that was filed with the Securities and Exchange Commission on or
before December 7, 1995. In the case of a "shelf" registration statement (which
registers securities for an offering to be made on a continuous or delayed
basis in the future), transitional relief would be recommended if the issuer
had filed a prospectus supplement (including a preliminary prospectus
supplement) to the registration statement on or before December 7, 1995.
Financial instruments would be eligible for this transitional relief only to
the extent of the aggregate amount of such instruments described in the
registration statement (or prospectus supplement or preliminary prospectus
supplement) as of December 7, 1995. Pacific Telesis cannot predict whether the
proposed tax law changes will become law. However, if the proposed tax law
changes and the proposed transitional relief are enacted, Pacific Telesis
should be able to deduct interest on the Subordinated Debentures pursuant to
the transitional relief for "shelf" registration statements described above. If
legislation is enacted limiting, in whole or in part, the deductibility by
Pacific Telesis of interest on the Subordinated Debentures for United States
federal income tax purposes, such enactment would be a Tax Event. Under certain
circumstances following a Tax Event, Pacific Telesis may cause the Subordinated
Debentures and the Preferred Securities to be redeemed. See "Description of the
Preferred Securities--Special Event Redemption or Distribution." The December
7, 1995 proposed tax law changes would not alter the United States federal
income tax consequences of the purchase, ownership and disposition of the
Preferred Securities. See "United States Federal Income Taxation".
PREPAYMENT CONSIDERATIONS; OPTION TO EXTEND SCHEDULED MATURITY DATE
At the option of Pacific Telesis, the Subordinated Debentures may be
redeemed, in whole or in part, at any time on or after January 9, 2001, at a
redemption price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest to the redemption date. See "Description of the
Subordinated Debentures--Optional Redemption." Investors in the Preferred
Securities should assume that Pacific Telesis will exercise its redemption
option if Pacific Telesis is able to refinance at a lower interest rate or it
is otherwise in the interest of Pacific Telesis to redeem the Subordinated
Debentures. If Subordinated Debentures are redeemed, Pacific Telesis Financing
must redeem Trust Securities having an aggregate liquidation amount equal to
the aggregate principal amount of Subordinated Debentures so redeemed. See
"Description of the Preferred Securities--Mandatory Redemption."
Pacific Telesis also has the option to extend the maturity date of the
Subordinated Debentures once for up to an additional 19 years beyond the
Scheduled Maturity Date of January 31, 2026. See "Description of
S-9
<PAGE>
the Subordinated Debentures--Option to Extend Scheduled Maturity Date."
Investors in the Preferred Securities should assume that Pacific Telesis will
exercise its option to extend the term if Pacific Telesis is unable to
refinance at a lower interest rate or it is otherwise in the interest of
Pacific Telesis to defer the maturity of the Subordinated Debentures. The
Preferred Securities will not be redeemed until the Subordinated Debentures
have been repaid or redeemed. See "Description of the Preferred Securities--
Mandatory Redemption."
LIMITED VOTING RIGHTS
Holders of Preferred Securities will have only limited voting rights
primarily in connection with directing the activities of the Property Trustee
as the holder of the Subordinated Debentures. Such holders will not be entitled
to vote to appoint, remove or replace, or to increase or decrease the number
of, Pacific Telesis Trustees, which voting rights are vested exclusively in the
holder of the Common Securities. See "Description of the Preferred Securities--
Voting Rights."
TRADING PRICE
The Preferred Securities may trade at a price that does not fully reflect the
value of accrued but unpaid interest with respect to the underlying
Subordinated Debentures. A holder who disposes of its Preferred Securities
between record dates for payments of distributions thereon will be required to
include as ordinary income OID on the Subordinated Debentures accrued through
the date of disposition, and to add such amount to its adjusted tax basis in
its pro rata share of the underlying Subordinated Debentures deemed disposed
of. To the extent the selling price is less than the holder's adjusted tax
basis (which will include, in the form of OID, all accrued but unpaid
interest), a holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States federal income tax purposes. See "United States Federal Income
Taxation--Original Issue Discount" and "United States Federal Income Taxation--
Sales of Preferred Securities."
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to combined fixed
charges from continuing operations of Pacific Telesis Group and its
consolidated subsidiaries for the periods indicated. For the purpose of
calculating this ratio, earnings consist of income before income taxes and
fixed charges. Fixed charges include interest on indebtedness (excluding
discontinued operations) and the portion of rentals representative of the
interest factor.
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...... 4.23 4.85 4.60 1.37 4.21 3.42 3.27
====== ====== ==== ==== ==== ==== ====
</TABLE>
S-10
<PAGE>
CAPITALIZATION OF PACIFIC TELESIS GROUP
The following table sets forth the unaudited consolidated capitalization of
Pacific Telesis at September 30, 1995, and as adjusted to reflect the sale of
the Preferred Securities and the application of the estimated net proceeds
therefrom. See "Use of Proceeds." The table should be read in conjunction with
Pacific Telesis' consolidated financial statements and notes thereto included
in the documents incorporated by reference herein. See "Incorporation of
Certain Documents by Reference" in the accompanying Prospectus.
<TABLE>
<CAPTION>
AT
SEPTEMBER 30, 1995
---------------------
AS
ACTUAL(2) ADJUSTED(2)
--------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Short-term borrowings.................................... $ 881 $ 398
====== ======
Long-term borrowings..................................... $5,232 $5,232
------ ------
Company-obligated mandatorily redeemable Preferred
Securities of Trust(3).................................. $ -- $ 500(1)
------ ------
Common shareowners' equity:
Common shares--$0.10 par value; 1,100,000,000
authorized; 428,399,646 outstanding (2)............... $ 43 $ 43
Additional paid-in capital............................. 3,494 3,494
Reinvested earnings (4)................................ (980) (980)
Treasury stock, at cost; 4,427,949 shares.............. (128) (128)
Deferred compensation--LESOP TRUST..................... (256) (256)
------ ------
Total common shareowners' equity......................... 2,173 2,173
------ ------
Total capitalization..................................... $7,405 $7,905
====== ======
</TABLE>
- --------
(1) One hundred percent of the assets of the Trust consists of approximately
$515.5 million in principal amount of the Subordinated Debentures of
Pacific Telesis with an interest rate of 7.56% and maturity date of January
31, 2026.
(2) Does not give effect to the shares of common stock of Pacific Telesis
("Common Stock"), that may be issued upon exercise of options to purchase
6,210,915 shares of Common Stock that were exercisable at September 30,
1995 under Pacific Telesis' stock option plans.
(3) Accounting Treatment--The financial statements of the Trust will be
reflected in Pacific Telesis' consolidated financial statements. The
"Company-obligated mandatorily redeemable Preferred Securities of Trust"
represents a guaranteed minority interest in the Trust holding Subordinated
Debentures of Pacific Telesis Group. In the future, the footnotes to
Pacific Telesis' consolidated financial statements will describe the nature
and terms of the Preferred Securities issued by the Trust. In addition, the
Company will reflect the Trust Originated Preferred Securities as a
separate line item on the Company's balance sheet titled "Corporation-
obligated mandatorily redeemable preferred securities of trust" with a
footnote on the face of the balance sheet which states that the sole asset
of the Trust consists of $515.5 million in principal amount of the
Subordinated Debentures of Pacific Telesis.
(4) Reinvested earnings is affected by the recent discontinuance of SFAS 71.
See Footnote (2) under "Pacific Telesis Group--Summary Financial Data" on
page S-5.
USE OF PROCEEDS
The proceeds from the sale of the Preferred Securities will be invested by
Pacific Telesis Financing in Subordinated Debentures of Pacific Telesis issued
pursuant to the Indenture therefor described herein. Pacific Telesis will use
the net proceeds from the Subordinated Debentures to retire outstanding short-
term indebtedness, primarily commercial paper. This commercial paper has been
issued to provide working capital for the Company and bears interest at rates
ranging between 5.5% and 6% and maturities ranging between one day and 90 days.
S-11
<PAGE>
DESCRIPTION OF THE PREFERRED SECURITIES
The Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee, The First National Bank of Chicago, will
act as the indenture trustee for purposes of compliance with the provisions of
the Trust Indenture Act. The terms of the Preferred Securities will include
those stated in the Declaration, including those required to be made part of
the Declaration by the Trust Indenture Act. The following summary of the
principal terms and provisions of the Preferred Securities does not purport to
be complete and is subject to, and qualified in its entirety by reference to,
the Declaration, a copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus Supplement is a part, the Trust Act and the
Trust Indenture Act.
GENERAL
The Declaration authorizes the Regular Trustees to issue on behalf of
Pacific Telesis Financing the Trust Securities, which represent undivided
beneficial interests in the assets of Pacific Telesis Financing. All of the
Common Securities will be owned by Pacific Telesis. The Common Securities will
have equivalent terms to and will rank pari passu, and payments will be made
thereon on a pro rata basis, with the Preferred Securities, except that upon
the occurrence and during the continuance of a Declaration Event of Default,
the rights of the holders of the Common Securities to receive payment of
periodic distributions and payments upon liquidation, redemption and otherwise
will be subordinated to the rights of the holders of the Preferred Securities.
In addition, holders of the Common Securities have the exclusive right
(subject to the terms of the Declaration) to appoint, replace or remove
Trustees and to increase or decrease the number of Trustees. The Declaration
does not permit the issuance by Pacific Telesis Financing of any securities
other than the Trust Securities or the incurrence of any indebtedness by
Pacific Telesis Financing. Pursuant to the Declaration, the Property Trustee
will hold the Subordinated Debentures purchased by Pacific Telesis Financing
for the benefit of the holders of the Trust Securities. The payment of
distributions out of money held by Pacific Telesis Financing, and payments
upon redemption of the Preferred Securities or liquidation of Pacific Telesis
Financing, are guaranteed by Pacific Telesis to the extent described under
"Description of the Guarantees" in the accompanying Prospectus. The Guarantee
will be held by The First National Bank of Chicago, the Guarantee Trustee, for
the benefit of the holders of the Preferred Securities. The Guarantee only
covers payment of distributions when Pacific Telesis has made the
corresponding payment of interest or principal on the Subordinated Debentures
held by the Trust. In the absence of such payment of interest or principal,
the remedy of a holder of Preferred Securities is to direct the Property
Trustee to enforce the Property Trustee's rights as the holder of the
Subordinated Debentures. See "--Voting Rights."
DISTRIBUTIONS
Distributions on the Preferred Securities will be fixed at a rate per annum
of 7.56% of the stated liquidation amount of $25 per Preferred Security.
Distributions in arrears for more than one quarter will bear interest thereon
from and including the last day of such quarter at the rate per annum of 7.56%
thereof compounded quarterly. The term "distributions" as used herein includes
any such interest payable unless otherwise stated. The amount of distributions
payable for any period will be computed on the basis of a 360-day year of
twelve 30-day months, and for any period shorter than a full quarter, on the
basis of the actual number of days elapsed in such 90-day quarter.
Distributions on the Preferred Securities will be cumulative, will accrue
from January 9, 1996, and will be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing March 31, 1996,
when, as and if available for payment by the Property Trustee, except as
otherwise described below.
Pacific Telesis has the right under the Indenture to defer payments of
interest on the Subordinated Debentures by extending the interest payment
period from time to time on the Subordinated Debentures, which, if exercised,
would defer quarterly distributions on the Preferred Securities (though, to
the extent
S-12
<PAGE>
permitted by law, such distributions would continue to accrue with interest
since interest would continue to accrue on the Subordinated Debentures) during
any such Extension Period. Such right to extend the interest payment period for
the Subordinated Debentures is limited to a period not exceeding 20 consecutive
quarters or extending beyond the Maturity Date of the Subordinated Debentures.
In the event that Pacific Telesis exercises this right, then (a) Pacific
Telesis shall not declare or pay dividends on, make distributions with respect
to, or redeem, purchase or acquire, or make a liquidation payment with respect
to, any of its capital stock, (b) Pacific Telesis shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by Pacific Telesis that rank pari passu with or junior
to the Subordinated Debentures and (c) Pacific Telesis shall not make guarantee
payments with respect to the foregoing (other than pursuant to the Guarantee);
provided, however, that, the foregoing restriction (a) does not apply to any
stock dividends paid by Pacific Telesis where the dividend stock is the same
stock as that on which the dividend is being paid. Prior to the termination of
any such Extension Period, Pacific Telesis may further extend the interest
payment period; provided that, such Extension Period, together with all such
previous and further extensions thereof, may not exceed 20 consecutive quarters
and may not extend beyond the Maturity Date of the Subordinated Debentures.
Upon the termination of any Extension Period and the payment of all amounts
then due, Pacific Telesis may select a new Extension Period, subject to the
above requirements. See "Description of the Subordinated Debentures--Interest"
and "Description of the Subordinated Debentures--Option to Extend Interest
Payment Period." If distributions are deferred, the deferred distributions and
accrued interest thereon shall be paid to holders of record of the Preferred
Securities as they appear on the books and records of Pacific Telesis Financing
on the record date for distributions due at the end of such deferral period.
Distributions on the Preferred Securities must be paid on the dates payable
to the extent that Pacific Telesis Financing has funds available for the
payment of such distributions in the Property Account. Pacific Telesis
Financing's funds available for distribution to the holders of the Preferred
Securities will be limited to payments received from Pacific Telesis under the
Subordinated Debentures. See "Description of the Subordinated Debentures." The
payment of distributions out of moneys held by Pacific Telesis Financing is
guaranteed by Pacific Telesis to the extent set forth under "Description of the
Guarantees" in the accompanying Prospectus.
Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the books and records of Pacific Telesis Financing on
the relevant record dates, which, as long as the Preferred Securities remain in
global form, will be one Business Day (as defined below) prior to the relevant
payment dates. Such distributions will be paid through the Property Trustee who
will hold amounts received in respect of the Subordinated Debentures in the
Property Account for the benefit of the holders of the Trust Securities.
Subject to any applicable laws and regulations and the provisions of the
Declaration, each such payment will be made as described under "Book-Entry
Issuance--The Depository Trust Company" below. In the event that the Preferred
Securities do not continue to remain in global form, the Regular Trustees shall
have the right to select relevant record dates, which shall be at least one
Business Day but less than 60 Business Days prior to the relevant payment
dates. In the event that any date on which distributions are to be made on the
Preferred Securities is not a Business Day, then payment of the distributions
payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such record date. A
"Business Day" shall mean any day other than Saturday, Sunday or any other day
on which banking institutions in New York, New York and Chicago, Illinois are
permitted or required by any applicable law or regulation to close.
MANDATORY REDEMPTION
Upon the repayment of the Subordinated Debentures, whether at maturity or
upon redemption, the proceeds from such repayment or redemption shall
simultaneously be applied to redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Subordinated
S-13
<PAGE>
Debentures so repaid or redeemed at the Redemption Price; provided that,
holders of Trust Securities shall be given not less than 30 nor more than 60
days notice of such redemption. The Subordinated Debentures will mature on
January 31, 2026 unless the maturity date is extended at the option of Pacific
Telesis (provided certain financial conditions are met), and may be redeemed,
in whole or in part, at any time on or after January 9, 2001 or at any time in
certain circumstances upon the occurrence of a Tax Event. See "Description of
the Subordinated Debentures--Optional Redemption." In the event that fewer than
all of the outstanding Preferred Securities are to be redeemed, the Trust
Securities will be redeemed pro rata to each holder according to the aggregate
liquidation amount of Trust Securities held by the relevant holder in relation
to the aggregate liquidation amount of all Trust Securities outstanding. See
"Book-Entry Issuance--The Depository Trust Company" below for a description of
DTC's (as hereinafter defined) procedures in the event of redemption.
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
"Tax Event" means that the Regular Trustees shall have received an opinion of
a nationally recognized independent tax counsel experienced in such matters (a
"Dissolution Tax Opinion") to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, which amendment,
change, interpretation or pronouncement is enacted, promulgated, issued or
announced or which action is taken, in each case on or after the date of this
Prospectus Supplement, there is more than an insubstantial risk that
(i) Pacific Telesis Financing would be subject to United States federal income
tax with respect to interest accrued or received on the Subordinated
Debentures, (ii) Pacific Telesis Financing would be subject to more than a de
minimis amount of taxes, duties or other governmental charges, or (iii)
interest payable to Pacific Telesis Financing on the Subordinated Debentures
would not be deductible, in whole or in part, by Pacific Telesis for United
States federal income tax purposes.
"Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practice under the Investment Company Act of 1940, as amended (the "1940
Act"), to the effect that, as a result of the occurrence of a change in law or
regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial
risk that Pacific Telesis Financing is or will be considered an "investment
company" which is required to be registered under the 1940 Act, which Change in
1940 Act Law becomes effective on or after the date of this Prospectus
Supplement.
If, at any time, a Tax Event or an Investment Company Event (each, as defined
above, a "Special Event") shall occur and be continuing, Pacific Telesis
Financing shall, except in the circumstances described below, be dissolved with
the result that the Subordinated Debentures with an aggregate principal amount
equal to the aggregate stated liquidation amount of, with an interest rate
identical to the distribution rate of, and accrued and unpaid interest equal to
accrued and unpaid distributions on, the Trust Securities, would be distributed
to the holders of the Trust Securities in liquidation of such holders'
interests in Pacific Telesis Financing on a pro rata basis within 90 days
following the occurrence of such Special Event; provided, however, that, in the
case of the occurrence of a Tax Event, as a condition of such dissolution and
distribution the Regular Trustees shall have received an opinion of nationally
recognized independent tax counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on published revenue rulings of
the Internal Revenue Service, to the effect that the holders of the Trust
Securities will not recognize any gain or loss for United States federal income
tax purposes as a result of such dissolution of Pacific Telesis Financing and
distribution of Subordinated Debentures, and provided further, that, if at the
time there is available to Pacific Telesis Financing the opportunity to
eliminate, within such 90 day period, the Special Event by taking some
ministerial action, such as filing a form or making an election or pursuing
some other reasonable measure that will have no adverse effect on Pacific
Telesis Financing, Pacific Telesis or the holders
S-14
<PAGE>
of the Trust Securities, Pacific Telesis Financing will pursue such measure in
lieu of dissolution. Furthermore, if in the case of the occurrence of a Tax
Event (i) Pacific Telesis has received an opinion (a "Redemption Tax Opinion")
of nationally recognized independent tax counsel experienced in such matters
that, as a result of a Tax Event, there is more than an insubstantial risk that
Pacific Telesis would be precluded from deducting the interest on the
Subordinated Debentures for United States federal income tax purposes, even
after the Subordinated Debentures were distributed to the holders of Trust
Securities in liquidation of such holders' interests in Pacific Telesis
Financing as described above, or (ii) the Regular Trustees shall have been
informed by such tax counsel that a No Recognition Opinion cannot be delivered,
Pacific Telesis shall have the right, upon not less than 30 nor more than 60
days notice, to redeem the Subordinated Debentures, in whole or in part, for
cash within 90 days following the occurrence of such Tax Event, and, following
such redemption, Trust Securities with an aggregate liquidation amount equal to
the aggregate principal amount of the Subordinated Debentures so redeemed shall
be redeemed by Pacific Telesis Financing at the Redemption Price on a pro rata
basis; provided, however, that, if at the time there is available to Pacific
Telesis or Pacific Telesis Financing the opportunity to eliminate, within such
90 day period, the Tax Event by taking some ministerial action such as filing a
form or making an election, or pursuing some other similar reasonable measure
which has no adverse effect on Pacific Telesis Financing, Pacific Telesis or
the holders of the Trust Securities, Pacific Telesis or Pacific Telesis
Financing will pursue such measure in lieu of redemption.
If the Subordinated Debentures are distributed to the holders of the
Preferred Securities, Pacific Telesis will use its best efforts to cause the
Subordinated Debentures to be listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities are then listed.
After the date for any distribution of Subordinated Debentures upon
dissolution of Pacific Telesis Financing, (i) the Preferred Securities will no
longer be deemed to be outstanding and (ii) the record holders of the Preferred
Securities will receive a registered global certificate or certificates
representing the Subordinated Debentures to be delivered upon such distribution
in exchange for the Preferred Securities held by such holders.
There can be no assurance as to the market prices for either the Preferred
Securities or the Subordinated Debentures that may be distributed in exchange
for the Preferred Securities if a dissolution and liquidation of Pacific
Telesis Financing were to occur. Accordingly, the Preferred Securities that an
investor may purchase, whether pursuant to the offer made hereby or in the
secondary market, or the Subordinated Debentures that an investor may receive
if a dissolution and liquidation of Pacific Telesis Financing were to occur,
may trade at a discount to the price that the investor paid to purchase the
Preferred Securities offered hereby.
On December 7, 1995, the U.S. Treasury Department proposed a series of tax
law changes that would, among other things, prevent companies from deducting
interest on debt instruments with a maturity of more than 40 years and on
instruments with a maximum term of more than 20 years which are not shown as
indebtedness on the consolidated balance sheet of the issuer. Either of these
proposals, if enacted, would prevent Pacific Telesis from deducting interest
paid on the Subordinated Debentures. However, on December 19, 1995 the Treasury
Department stated that, based upon input it had received to date, it would
recommend to Congress that transitional relief from the proposed changes be
granted for financial instruments that are issued pursuant to a registration
statement that was filed with the Securities and Exchange Commission on or
before December 7, 1995. In the case of a "shelf" registration statement (which
registers securities for an offering to be made on a continuous or delayed
basis in the future), transitional relief would be recommended if the issuer
had filed a prospectus supplement (including a preliminary prospectus
supplement) to the registration statement on or before December 7, 1995.
Financial instruments would be eligible for this transitional relief only to
the extent of the aggregate amount of such instruments described in the
registration statement (or prospectus supplement or preliminary prospectus
supplement) as of December 7, 1995. Pacific Telesis cannot predict whether the
proposed tax law changes will become law. However, if the proposed tax law
changes and the proposed transitional relief are enacted, Pacific Telesis
should be able to deduct interest
S-15
<PAGE>
on the Subordinated Debentures pursuant to the transitional relief for "shelf"
registration statements described above. If legislation is enacted limiting, in
whole or in part, the deductibility by Pacific Telesis of interest on the
Subordinated Debentures for United States federal income tax purposes, such
enactment would be a Tax Event and the Subordinated Debentures and the
Preferred Securities would be subject to redemption under the circumstances
described above. The December 7, 1995 proposed tax law changes would not alter
the United States federal income tax consequences of the purchase, ownership
and disposition of the Preferred Securities. See "United States Federal Income
Taxation".
REDEMPTION PROCEDURES
Pacific Telesis Financing may not redeem fewer than all of the outstanding
Preferred Securities unless all accrued and unpaid distributions have been paid
on all Preferred Securities for all quarterly distribution periods terminating
on or prior to the date of redemption.
If Pacific Telesis Financing gives a notice of redemption in respect of
Preferred Securities (which notice will be irrevocable), then, by 12:00 noon,
New York City time, on the redemption date, provided that Pacific Telesis has
paid to the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Subordinated Debentures, Pacific Telesis
Financing will pay the Redemption Price to the holders of the Preferred
Securities. If notice of redemption shall have been given and funds deposited
as required, then immediately prior to the close of business on the date of
such deposit, distributions will cease to accrue and all rights of holders of
such Preferred Securities so called for redemption will cease, except the right
of the holders of such Preferred Securities to receive the Redemption Price,
but without interest on such Redemption Price. In the event that any date fixed
for redemption of Preferred Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day. In
the event that Pacific Telesis fails to repay the Subordinated Debentures on
maturity or payment of the Redemption Price in respect of Preferred Securities
is improperly withheld or refused and not paid either by Pacific Telesis
Financing or by Pacific Telesis pursuant to the Guarantee, distributions on
such Preferred Securities will continue to accrue at the then applicable rate
from the original redemption date to the actual date of payment, in which case
the actual payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.
In the event that fewer than all of the outstanding Preferred Securities are
to be redeemed, the Preferred Securities will be redeemed as described below
under "Book-Entry Issuance--The Depository Trust Company."
If a partial redemption of the Preferred Securities would result in the
delisting of the Preferred Securities by a national securities exchange or
other organization on which the Preferred Securities are then listed, Pacific
Telesis pursuant to the Indenture will only redeem the Subordinated Debentures
in whole and, as a result, the Trust may only redeem the Preferred Securities
in whole.
Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), Pacific Telesis or its subsidiaries may
at any time, and from time to time, purchase outstanding Preferred Securities
by tender, in the open market or by private agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
In the event of any voluntary or involuntary liquidation, dissolution,
winding-up or termination of Pacific Telesis Financing (each a "Liquidation"),
the then holders of the Preferred Securities and Common Securities will be
entitled to receive on a pro rata basis solely out of the assets of Pacific
Telesis Financing, after satisfaction of liabilities to creditors,
distributions in an amount equal to the aggregate of the stated liquidation
amount of $25 per Preferred Security plus accrued and unpaid distributions
thereon to the date of payment (the "Liquidation Distribution"), unless, in
connection with such Liquidation, Subordinated
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Debentures in an aggregate stated principal amount equal to the aggregate
stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on, the Preferred Securities have been distributed on a
pro rata basis to the holders of the Preferred Securities.
If, upon any such Liquidation, the Liquidation Distribution can be paid only
in part because Pacific Telesis Financing has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by Pacific Telesis Financing on the Preferred Securities and the
Common Securities shall be paid on a pro rata basis. The holders of the Common
Securities will be entitled to receive distributions upon any such dissolution
pro rata with the holders of the Preferred Securities, except that if a
Declaration Event of Default has occurred and is continuing, the Preferred
Securities shall have a preference over the Common Securities with regard to
such distributions.
TERMINATION
Pursuant to the Declaration, Pacific Telesis Financing shall terminate upon
the earliest of (i) January 31, 2051, (ii) the bankruptcy of Pacific Telesis,
(iii) the filing of a certificate of dissolution or its equivalent with respect
to Pacific Telesis, the filing of a certificate of cancellation with respect to
Pacific Telesis Financing, or the revocation of the charter of Pacific Telesis
and the expiration of 90 days after the date of revocation without a
reinstatement thereof, (iv) the distribution of Subordinated Debentures upon
the occurrence of a Special Event, (v) the entry of a decree of a judicial
dissolution of Pacific Telesis or Pacific Telesis Financing, or (vi) the
redemption of all the Trust Securities.
DECLARATION EVENTS OF DEFAULT
An event of default under the Indenture (an "Indenture Event of Default")
constitutes an event of default under the Declaration with respect to the Trust
Securities (a "Declaration Event of Default"), provided that, pursuant to the
Declaration, the holder of the Common Securities will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until
all Declaration Events of Default with respect to the Preferred Securities have
been cured, waived or otherwise eliminated. Until such Declaration Events of
Default with respect to the Preferred Securities have been so cured, waived, or
otherwise eliminated, the Property Trustee will be deemed to be acting solely
on behalf of the holders of the Preferred Securities and only the holders of
the Preferred Securities will have the right to direct the Property Trustee
with respect to certain matters under the Declaration, and therefore the
Indenture.
Upon the occurrence of a Declaration Event of Default, the Indenture Trustee
(as defined herein) or the Property Trustee as the holder of the Subordinated
Debentures will have the right under the Indenture to declare the principal of
and interest on the Subordinated Debentures to be immediately due and payable.
Pacific Telesis and Pacific Telesis Financing are each required to file
annually with the Property Trustee an officer's certificate as to its
compliance with all conditions and covenants under the Declaration.
VOTING RIGHTS
Except as described herein, under the Trust Act, the Trust Indenture Act and
under "Description of the Guarantees--Modification of the Guarantees;
Assignment" in the accompanying Prospectus, and as otherwise required by law
and the Declaration, the holders of the Preferred Securities will have no
voting rights.
Subject to the requirement of the Property Trustee obtaining a tax opinion in
certain circumstances set forth in the last sentence of this paragraph, the
holders of a majority in aggregate liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee, or to direct
the exercise of any trust or power conferred upon the Property Trustee under
the Declaration, including the right to direct the Property Trustee, as holder
of the
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Subordinated Debentures, to (i) exercise the remedies available under the
Indenture with respect to the Subordinated Debentures, (ii) waive any past
Indenture Event of Default that is waivable under the Base Indenture (as
defined herein), or (iii) exercise any right to rescind or annul a declaration
that the principal of all the Subordinated Debentures shall be due and payable,
or consent to any amendment, modification or termination of the Indenture or
the Subordinated Debentures, where such consent should be required; provided,
however, that, where a consent or action under the Indenture would require the
consent or act of more than a majority of the holders (a "Super-Majority")
affected thereby, only the holders of at least such Super-Majority of the
Preferred Securities may direct the Property Trustee to give such consent or
take such action. A record holder of Preferred Securities may institute a
proceeding directly against Pacific Telesis for enforcement of payment to the
holder of the Subordinated Debentures of the principal and interest on the
Subordinated Debentures after the respective due dates specified in the
Subordinated Debentures. If, with respect to other than principal and interest
payments on the Subordinated Debentures, the Property Trustee fails to enforce
its rights under the Declaration (including, without limitation, its rights,
powers and privileges as a holder of the Subordinated Debentures under the
Indenture), a record holder of Preferred Securities may, subject to certain
provisions of the Declaration, institute a legal proceeding directly against
any person to enforce the Property Trustee's rights under the Declaration
without first instituting any legal proceeding against the Property Trustee or
any other person or entity. The Property Trustee shall notify all holders of
the Preferred Securities of any notice of default received from the Indenture
Trustee with respect to the Subordinated Debentures. Except with respect to
directing the time, method and place of conducting a proceeding for a remedy,
the Property Trustee shall not take any of the actions described in clauses
(i), (ii) or (iii) above unless the Property Trustee has obtained an opinion of
tax counsel to the effect that, as a result of such action, Pacific Telesis
Financing will not be classified as other than a grantor trust for United
States federal income tax purposes.
In the event the consent of the Property Trustee, as the holder of the
Subordinated Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Subordinated
Debentures, the Property Trustee shall request the direction of the holders of
the Trust Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification or
termination as directed by a majority in liquidation amount of the Trust
Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of a Super-Majority, the
Property Trustee may only give such consent at the direction of the holders of
at least the proportion in liquidation amount of the Trust Securities which the
relevant Super-Majority represents of the aggregate principal amount of the
Subordinated Debentures outstanding. The Property Trustee shall not take any
such action in accordance with the directions of the holders of the Trust
Securities unless the Property Trustee has obtained an opinion of tax counsel
to the effect that Pacific Telesis Financing will not be classified as other
than a grantor trust for United States federal income tax purposes on account
of such action.
A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.
Any required approval or direction of holders of Preferred Securities may be
given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which holders of Preferred Securities are entitled to vote, or of
any matter upon which action by written consent of such holders is to be taken,
to be mailed to each holder of record of Preferred Securities. Each such notice
will include a statement setting forth the following information: (i) the date
of such meeting or the date by which such action is to be taken; (ii) a
description of any resolution proposed for adoption at such meeting on which
such holders are entitled to vote or of such matter upon which written consent
is sought; and (iii) instructions for the delivery of proxies or consents. No
vote or consent of the holders of Preferred Securities will be required for
Pacific Telesis Financing to redeem and cancel Preferred Securities or
distribute Subordinated Debentures in accordance with the Declaration.
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Notwithstanding that holders of Preferred Securities are entitled to vote or
consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by Pacific Telesis or any entity
directly or indirectly controlling or controlled by, or under direct or
indirect common control with, Pacific Telesis, shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if such
Preferred Securities were not outstanding.
The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See "--Book-Entry Issuance--The Depository
Trust Company" below.
Holders of the Preferred Securities will have no rights to appoint or remove
the Pacific Telesis Trustees, who may be appointed, removed or replaced solely
by Pacific Telesis as the indirect or direct holder of all of the Common
Securities.
MODIFICATION OF THE DECLARATION
The Declaration may be modified and amended if approved by a majority of the
Regular Trustees (and in certain circumstances the Property Trustee), provided
that, if any proposed amendment provides for, or the Regular Trustees otherwise
propose to effect, (i) any action that would adversely affect the powers,
preferences or special rights of the Trust Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up
or termination of Pacific Telesis Financing other than pursuant to the terms of
the Declaration, then the holders of the Trust Securities voting together as a
single class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of at
least 66 2/3% in liquidation amount of the Trust Securities affected thereby;
provided that, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or the Common Securities,
then only the affected class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of 66 2/3% in liquidation amount of such class of Trust Securities.
Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause Pacific
Telesis Financing to be classified as other than a grantor trust for United
States federal income tax purposes, (ii) reduce or otherwise adversely affect
the powers of the Property Trustee or (iii) cause Pacific Telesis Financing to
be deemed an "investment company" which is required to be registered under the
1940 Act.
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
Pacific Telesis Financing may not consolidate, amalgamate, merge with or into
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. Pacific Telesis Financing may, with the consent of a majority
of the Regular Trustees and without the consent of the holders of the Trust
Securities, the Property Trustee or the Delaware Trustee, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any State; provided that, (i) such successor entity either
(x) expressly assumes all of the obligations of Pacific Telesis Financing under
the Trust Securities or (y) substitutes for the Trust Securities other
securities having substantially the same terms as the Trust Securities (the
"Successor Securities"), so long as the Successor Securities rank the same as
the Trust Securities rank with respect to distributions and payments upon
liquidation, redemption and otherwise, (ii) Pacific Telesis expressly
acknowledges a trustee of such successor entity possessing the same powers and
duties as the Property Trustee as the holder of the Subordinated Debentures,
(iii) the Preferred Securities or any Successor Securities with respect to the
Preferred Securities are listed, or any such Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
with another organization on which the Preferred Securities are then listed or
quoted, (iv) such merger, consolidation, amalgamation or replacement does not
cause the Preferred Securities (including any Successor Securities with respect
to the Preferred Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation
or
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replacement does not adversely affect the rights, preferences and privileges of
the holders of the Trust Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the holders'
interest in the new entity), (vi) such successor entity has a purpose identical
to that of Pacific Telesis Financing, (vii) prior to such merger,
consolidation, amalgamation or replacement, Pacific Telesis has received an
opinion of a nationally recognized independent counsel to Pacific Telesis
Financing experienced in such matters to the effect that, (A) such merger,
consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the holders of the Trust Securities
(including any Successor Securities) in any material respect (other than with
respect to any dilution of the holders' interest in the new entity), and (B)
following such merger, consolidation, amalgamation or replacement, neither
Pacific Telesis Financing nor such successor entity will be required to
register as an investment company under the 1940 Act and (viii) Pacific Telesis
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding
the foregoing, Pacific Telesis Financing shall not, except with the consent of
holders of 100% in liquidation amount of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit
any other entity to consolidate, amalgamate, merge with or into, or replace it,
if such consolidation, amalgamation, merger or replacement would cause Pacific
Telesis Financing or the Successor Entity to be classified as other than a
grantor trust for United States federal income tax purposes and each holder of
the Trust Securities not to be treated as owning an undivided beneficial
interest in the Subordinated Debentures.
EXPENSES AND TAXES
In the Declaration, Pacific Telesis has agreed to pay for all debts and other
obligations (other than with respect to the Trust Securities) and all costs and
expenses of Pacific Telesis Financing (including costs and expenses relating to
the organization of Pacific Telesis Financing, the fees and expenses of the
Trustees and the costs and expenses relating to the operation of Pacific
Telesis Financing) and to pay any and all taxes and all costs and expenses with
respect thereto (other than United States withholding taxes) to which Pacific
Telesis Financing might become subject. The foregoing obligations of Pacific
Telesis under the Declaration are for the benefit of, and shall be enforceable
by, any person to whom any such debts, obligations, costs, expenses and taxes
are owed (a "Creditor") whether or not such Creditor has received notice
thereof. Any such Creditor may enforce such obligations of Pacific Telesis
directly against Pacific Telesis, and Pacific Telesis has irrevocably waived
any right or remedy to require that any such Creditor take any action against
Pacific Telesis Financing or any other person before proceeding against Pacific
Telesis. Pacific Telesis has also agreed in the Declaration to execute such
additional agreements as may be necessary or desirable to give full effect to
the foregoing.
BOOK-ENTRY ISSUANCE--THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as securities depository for
the Preferred Securities. The Preferred Securities initially will be issued
only as fully-registered securities registered in the name of Cede & Co. (DTC's
nominee). One or more fully-registered global Preferred Securities
certificates, representing the total aggregate number of Preferred Securities,
will be issued and will be delivered to DTC.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in the global Preferred Securities
as represented by a global certificate.
DTC has advised Pacific Telesis and Pacific Telesis Financing that DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through
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electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others,
such as securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship
with a Direct Participant either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are on file
with the Securities and Exchange Commission.
Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser of
each Preferred Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased
Preferred Securities. Transfers of ownership interests in the Preferred
Securities are to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the Preferred
Securities, except in the event that use of the book-entry system for the
Preferred Securities is discontinued.
To facilitate subsequent transfers, all the Preferred Securities deposited by
Participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of Preferred Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Preferred Securities. DTC's records reflect
only the identity of the Direct Participants to whose accounts such Preferred
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements that may be in
effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Preferred Securities are being redeemed, DTC will reduce pro rata the amount of
the interest of each Direct Participant in such Preferred Securities to be
redeemed in accordance with its procedures.
Although voting with respect to the Preferred Securities is limited, in those
cases where a vote is required, neither DTC nor Cede & Co. will itself consent
or vote with respect to Preferred Securities. Under its usual procedures, DTC
would mail an Omnibus Proxy to Pacific Telesis Financing as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Preferred
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy). Pacific Telesis and Pacific Telesis Financing believe that
the arrangements among DTC, Direct and Indirect Participants, and Beneficial
Owners will enable the Beneficial Owners to exercise rights equivalent in
substance to the rights that can be directly exercised by a holder of a
beneficial interest in Pacific Telesis Financing.
Distribution payments on the Preferred Securities will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the relevant payment
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payments on such payment
date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary
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practices, as is the case with securities held for the account of customers in
bearer form or registered in "street name," and such payments will be the
responsibility of such Participant and not of DTC, Pacific Telesis Financing or
Pacific Telesis, subject to any statutory or regulatory requirements that may
be in effect from time to time. Payment of distributions to DTC is the
responsibility of Pacific Telesis Financing, disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.
Except as provided herein, a Beneficial Owner in a global Preferred Security
certificate will not be entitled to receive physical delivery of Preferred
Securities. Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Preferred Securities.
DTC may discontinue providing its services as securities depository with
respect to the Preferred Securities at any time by giving reasonable notice to
Pacific Telesis Financing. Under such circumstances, in the event that a
successor securities depository is not obtained, Preferred Securities
certificates are required to be printed and delivered. Additionally, the
Regular Trustees (with the consent of Pacific Telesis) may decide to
discontinue use of the system of book-entry transfers through DTC (or any
successor depository) with respect to the Preferred Securities. In that event,
certificates for the Preferred Securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Pacific Telesis and Pacific Telesis
Financing believe to be reliable, but neither Pacific Telesis nor Pacific
Telesis Financing takes responsibility for the accuracy thereof.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities, undertakes to perform only such duties as are
specifically set forth in the Declaration, in the terms of the Trust Securities
or in the Trust Indenture Act and, after default, shall exercise the same
degree of care as a prudent individual would exercise in the conduct of his or
her own affairs. Subject to such provisions, the Property Trustee is under no
obligation to exercise any of the powers vested in it by the Declaration at the
request of any holder of Preferred Securities, unless offered reasonable
indemnity by such holder against the costs, expenses and liabilities which
might be incurred thereby. The holders of Preferred Securities will not be
required to offer such indemnity in the event such holders, by exercising their
voting rights, direct the Property Trustee to take any action following a
Declaration Event of Default. The Property Trustee also serves as Guarantee
Trustee.
PAYING AGENT
In the event that the Preferred Securities do not remain in book-entry form,
the following provisions would apply:
The Property Trustee will act as paying agent, and may designate an
additional or substitute paying agent at any time.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of Pacific Telesis Financing, but upon payment (with the
giving of such indemnity as Pacific Telesis Financing or Pacific Telesis may
require) in respect of any tax or other government charges that may be imposed
in relation to it.
Pacific Telesis Financing will not be required to register or cause to be
registered the transfer of Preferred Securities after such Preferred Securities
have been called for redemption.
GOVERNING LAW
The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.
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MISCELLANEOUS
The Regular Trustees are authorized and directed to operate Pacific Telesis
Financing in such a way so that Pacific Telesis Financing will not be required
to register as an "investment company" under the 1940 Act or be characterized
as other than a grantor trust for United States federal income tax purposes.
Pacific Telesis is authorized and directed to conduct its affairs so that the
Subordinated Debentures will be treated as indebtedness of Pacific Telesis for
United States federal income tax purposes. In this connection, Pacific Telesis
and the Regular Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of Pacific Telesis Financing or
the certificate of incorporation of Pacific Telesis, that each of Pacific
Telesis and the Regular Trustees determines in its discretion to be necessary
or desirable to achieve such end, as long as such action does not adversely
affect the interests of the holders of the Preferred Securities or vary the
terms thereof.
Holders of the Preferred Securities have no preemptive rights.
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DESCRIPTION OF THE SUBORDINATED DEBENTURES
Set forth below is a description of the specific terms of the Subordinated
Debentures in which Pacific Telesis Financing will invest the proceeds from the
issuance and sale of the Trust Securities. This description supplements the
description of the general terms and provisions of the Subordinated Debentures
set forth in the accompanying Prospectus under the caption "Description of the
Subordinated Debt Securities." The following description does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the description in the accompanying Prospectus and the Debt Securities
Indenture, to be dated as of January 9, 1996 (the "Base Indenture"), between
Pacific Telesis and The First National Bank of Chicago, as Trustee (the
"Indenture Trustee"), as supplemented by a First Supplemental Indenture, to be
dated as of January 9, 1996 (the Base Indenture, as so supplemented, is
hereinafter referred to as the "Indenture"), the forms of which are filed as
Exhibits to the Registration Statement of which this Prospectus Supplement and
the accompanying Prospectus form a part and the Trust Indenture Act. Certain
capitalized terms used herein are defined in the Indenture.
Under certain circumstances involving the dissolution of Pacific Telesis
Financing following the occurrence of a Special Event, Subordinated Debentures
may be distributed to the holders of the Trust Securities in liquidation of
Pacific Telesis Financing. See "Description of the Preferred Securities--
Special Event Redemption or Distribution."
If the Subordinated Debentures are distributed to the holders of the
Preferred Securities, Pacific Telesis will use its best efforts to have the
Subordinated Debentures listed on the New York Stock Exchange or on such other
exchange on which the Preferred Securities are then listed.
GENERAL
The Subordinated Debentures will be issued as unsecured subordinated debt
securities under the Indenture. The Subordinated Debentures will be limited in
aggregate principal amount to approximately $515.5 million, such amount being
the sum of the aggregate stated liquidation amount of the Preferred Securities
and the capital contributed by Pacific Telesis in exchange for the Common
Securities (the "Pacific Telesis Payment").
The Subordinated Debentures are not subject to a sinking fund provision. The
entire principal of the Subordinated Debentures will mature and become due and
payable, together with any accrued and unpaid interest thereon including
Compounded Interest (as hereinafter defined), if any, on January 31, 2026,
subject to the election of Pacific Telesis to extend the scheduled maturity
date of the Subordinated Debentures to a date not later than January 31, 2045,
which election is subject to Pacific Telesis' satisfying certain financial
conditions. See "--Option to Extend Maturity Date."
If Subordinated Debentures are distributed to holders of Preferred Securities
in liquidation of such holders' interests in Pacific Telesis Financing, it is
presently anticipated that such Subordinated Debentures will initially be
issued in the form of one or more Global Securities (as defined below). As
described herein, under certain limited circumstances, Subordinated Debentures
may be issued in definitive certificated form in exchange for a Global
Security. See "--Book-Entry and Settlement" below. In the event that
Subordinated Debentures are issued in definitive certificated form, such
Subordinated Debentures will be in denominations of $25 and integral multiples
thereof and may be transferred or exchanged at the offices described below.
Payments on Subordinated Debentures issued as a Global Security will be made to
DTC or its nominee, a successor depository or its nominee. In the event
Subordinated Debentures are issued in definitive certificated form, principal
and interest will be payable, the transfer of the Subordinated Debentures will
be registrable and Subordinated Debentures will be exchangeable for
Subordinated Debentures of other denominations of a like aggregate principal
amount at the corporate trust offices of the Indenture Trustee in Chicago,
Illinois and New York, New York; provided that, payment of interest may be made
at the option of Pacific Telesis by check mailed to the address of the persons
entitled thereto.
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SUBORDINATION
The Indenture provides that the Subordinated Debentures are subordinated and
junior in right of payment to the prior payment in full of all Senior
Indebtedness of Pacific Telesis whether now existing or hereafter incurred. In
the event and during the continuation of any default by Pacific Telesis in the
payment of principal, premium, interest or any other payment due on any Senior
Indebtedness of Pacific Telesis, or in the event that the maturity of any
Senior Indebtedness of Pacific Telesis has been accelerated because of a
default, then in either case, no payment will be made by Pacific Telesis with
respect to the principal (including redemption payments) of or interest on the
Subordinated Debentures. Upon any distribution of assets of Pacific Telesis to
creditors upon any dissolution, winding-up, liquidation or reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other proceedings, all principal, premium, if any, and interest due or to
become due on all Senior Indebtedness of Pacific Telesis must be paid in full
before the holders of Subordinated Debentures are entitled to receive or retain
any payment. In the event that the Subordinated Debentures are declared due and
payable before the Maturity Date, then all amounts due or to become due on all
Senior Indebtedness shall have been paid in full before holders of the
Subordinated Debentures are entitled to receive or retain any payment. Upon
satisfaction of all claims of all Senior Indebtedness then outstanding, the
rights of the holders of the Subordinated Debentures will be subrogated to the
rights of the holders of Senior Indebtedness of Pacific Telesis to receive
payments or distributions applicable to Senior Indebtedness until all amounts
owing on the Subordinated Debentures are paid in full.
The term "Senior Indebtedness" means, with respect to Pacific Telesis, all
indebtedness of such obligor, whether now existing or hereafter created, but
excluding trade accounts payable arising in the ordinary course of business.
Without limiting the generality of the foregoing, "Senior Indebtedness" shall
include (i) the principal, premium, if any, and interest in respect of (A)
indebtedness of such obligor for money borrowed and (B) indebtedness evidenced
by securities, debentures, bonds or other similar instruments issued by such
obligor; (ii) all capital lease obligations of such obligor; (iii) all
obligations of such obligor issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such obligor and all obligations
of such obligor under any title retention agreement (but excluding trade
accounts payable arising in the ordinary course of business); (iv) all
obligations of such obligor for the reimbursement on any letter of credit,
banker's acceptance, security purchase facility or similar credit transaction;
(v) all obligations of the type referred to in clauses (i) through (iv) above
of other persons for the payment of which such obligor is responsible or liable
as obligor, guarantor or otherwise, including, without limitation, under all
support agreements or guarantees by Pacific Telesis of debentures, notes and
other securities issued by its subsidiaries PacTel Capital Resources and PacTel
Capital Funding; and (vi) all obligations of the type referred to in clauses
(i) through (v) above of other persons secured by any lien on any property or
asset of such obligor (whether or not such obligation is assumed by such
obligor); except in each case for (1) any such indebtedness that is by its
terms subordinated to or pari passu with the Subordinated Debentures, and (2)
any indebtedness between or among such obligor and its affiliates, including
all other debt securities and guarantees in respect of those debt securities
issued to (a) any other Pacific Telesis Trust (as defined in the Prospectus) or
a trustee of such trust or (b) any other trust, or a trustee of such trust, or
any partnership or other entity affiliated with Pacific Telesis that is a
financing vehicle of Pacific Telesis (a "financing entity") in connection with
the issuance by such financing entity of preferred securities or other
securities that rank pari passu with, or junior to, the Preferred Securities.
Such Senior Indebtedness shall continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.
The Indenture does not limit the aggregate amount of Senior Indebtedness that
may be issued by Pacific Telesis. As of September 30, 1995, the aggregate
amount of Senior Indebtedness and liabilities and obligations of Pacific
Telesis' subsidiaries and partnerships that would have effectively ranked
senior to the Subordinated Debentures was approximately $13,025 million.
OPTIONAL REDEMPTION
Pacific Telesis shall have the right to redeem the Subordinated Debentures,
in whole or in part, from time to time, on or after January 9, 2001 or at any
time in certain circumstances upon the occurrence of a
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Tax Event as described under "Description of the Preferred Securities--Special
Event Redemption or Distribution," upon not less than 30 nor more than 60 days
notice, at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest to the redemption date. If a
partial redemption of the Preferred Securities resulting from a partial
redemption of the Subordinated Debentures would result in the delisting of the
Preferred Securities, Pacific Telesis may only redeem the Subordinated
Debentures in whole. Pacific Telesis may not redeem fewer than all outstanding
Subordinated Debentures unless there was no accrued and unpaid interest on the
Subordinated Debentures as of the Interest Payment Date (as defined below) next
preceding the redemption date.
INTEREST
Each Subordinated Debenture shall bear interest at the rate of 7.56% per
annum from the original date of issuance, or from the most recent interest
payment date to which interest has been paid or provided for, payable quarterly
in arrears on March 31, June 30, September 30 and December 31 of each year
(each an "Interest Payment Date"), commencing March 31, 1996, to the person in
whose name such Subordinated Debt Security is registered, subject to certain
exceptions, at the close of business on the Business Day next preceding such
Interest Payment Date. In the event the Subordinated Debentures shall not
continue to remain in book-entry form, Pacific Telesis shall have the right to
select record dates, which shall be more than one Business Day prior to the
Interest Payment Date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full quarterly period for which interest is computed,
will be computed on the basis of the actual number of days elapsed per 30-day
month. In the event that any date on which interest is payable on the
Subordinated Debentures is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, then
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.
OPTION TO EXTEND SCHEDULED MATURITY DATE
The "Scheduled Maturity Date" of the Subordinated Debentures is January 31,
2026. Pacific Telesis, however, may, before the Scheduled Maturity Date, extend
such maturity date no more than one time for up to an additional 19 years
(January 31, 2026 or the extended maturity date then in effect, as the case may
be, is hereinafter referred to as the "Maturity Date"). Pacific Telesis must
exercise its right to extend the term at least 90 days prior to the Scheduled
Maturity Date and must satisfy the following conditions on the Scheduled
Maturity Date: (a) Pacific Telesis is not in bankruptcy or otherwise insolvent,
(b) Pacific Telesis is not in default on any Subordinated Debt Securities
issued to a Pacific Telesis Trust or to any trustee of such trust in connection
with an issuance of trust securities by such Pacific Telesis Trust, (c) Pacific
Telesis has made timely payments on the Subordinated Debentures for the
immediately preceding six quarters without deferrals, (d) Pacific Telesis
Financing is not in arrears on payments of distributions on the Trust
Securities, (e) the Subordinated Debentures are rated investment grade by any
one of Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch
Investor Services, Duff & Phelps Credit Rating Company or any other nationally
recognized statistical rating organization, and (f) the final maturity of such
Subordinated Debentures is not later than the 49th anniversary of the issuance
of the Preferred Securities. Pursuant to the Declaration, the Regular Trustees
are required to give notice of Pacific Telesis' election to extend the maturity
date to the holders of the Preferred Securities.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
Pacific Telesis shall have the right at any time, and from time to time,
during the term of the Subordinated Debentures to defer payments of interest by
extending the interest payment period for a period not exceeding 20 consecutive
quarters, at the end of which Extension Period, Pacific Telesis shall pay all
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interest then accrued and unpaid, together with interest thereon compounded
quarterly at the rate specified for the Subordinated Debentures to the extent
permitted by applicable law ("Compounded Interest"); provided that no Extension
Period shall extend beyond the Maturity Date; and provided further that, during
any such Extension Period, (a) Pacific Telesis shall not declare or pay any
dividends on, make any distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to any of its capital stock,
(b) Pacific Telesis shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued
by Pacific Telesis that rank pari passu with or junior to the Subordinated
Debentures and (c) Pacific Telesis shall not make guarantee payments with
respect to the foregoing (other than pursuant to the Guarantee); provided,
however, that, the foregoing restriction (a) does not apply to any stock
dividends paid by Pacific Telesis where the dividend stock is the same as that
on which the dividend is paid. Prior to the termination of any such Extension
Period, Pacific Telesis may further defer payments of interest by extending the
interest payment period; provided, however, that, such Extension Period,
including all such previous and further extensions, may not exceed 20
consecutive quarters or extend beyond the Maturity Date. Upon the termination
of any Extension Period and the payment of all amounts then due, Pacific
Telesis may commence a new Extension Period, subject to the terms set forth in
this section. No interest during an Extension Period, except at the end
thereof, shall be due and payable. Pacific Telesis has no present intention of
exercising its right to defer payments of interest by extending the interest
payment period on the Subordinated Debentures. If the Property Trustee shall be
the sole holder of the Subordinated Debentures, Pacific Telesis shall give the
Regular Trustees and the Property Trustee notice of its selection of such
Extension Period one Business Day prior to the earlier of (i) the date
distributions on the Preferred Securities are payable or (ii) the date the
Regular Trustees are required to give notice to the New York Stock Exchange (or
other applicable self-regulatory organization) or to holders of the Preferred
Securities of the record date or the date such distribution is payable. The
Regular Trustees shall give notice of Pacific Telesis' selection of such
Extension Period to the holders of the Preferred Securities. If the Property
Trustee shall not be the sole holder of the Subordinated Debentures, Pacific
Telesis shall give the holders of the Subordinated Debentures notice of its
selection of such Extension Period ten Business Days prior to the earlier of
(i) the Interest Payment Date or (ii) the date upon which Pacific Telesis is
required to give notice to the New York Stock Exchange (or other applicable
self-regulatory organization) or to holders of the Subordinated Debentures of
the record or payment date of such related interest payment.
INDENTURE EVENTS OF DEFAULT
If any Indenture Event of Default shall occur and be continuing, the Property
Trustee, as the holder of the Subordinated Debentures, will have the right to
declare the principal of and the interest on the Subordinated Debentures
(including any Compounded Interest and any other amounts payable under the
Indenture) to be forthwith due and payable and to enforce its other rights as a
creditor with respect to the Subordinated Debentures subject to the
subordination provisions in the Declaration. See "Description of the
Subordinated Debt Securities--Events of Default" in the accompanying Prospectus
for a description of the Indenture Events of Default. An Indenture Event of
Default also constitutes a Declaration Event of Default. A record holder of
Preferred Securities may institute a proceeding directly against Pacific
Telesis for enforcement of payment to the holder of the Subordinated Debentures
of the principal and interest on the Subordinated Debentures after the
respective due dates specified in the Subordinated Debentures. The holders of
Preferred Securities in certain circumstances have the right to direct the
Property Trustee to exercise its rights, with respect to other than principal
and interest payments on the Subordinated Debentures, as the holder of the
Subordinated Debentures. See "Description of the Preferred Securities--
Declaration Events of Default" and "Description of the Preferred Securities--
Voting Rights."
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of Pacific
Telesis Financing as a result of the occurrence of a Special Event, it is
presently anticipated that the Subordinated Debentures will be issued in the
form of one or more global certificates (each a "Global Security") registered
in the name of a securities depository or its nominee. Except under the limited
circumstances described below, Subordinated Debentures represented by the
Global
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Security will not be exchangeable for, and will not otherwise be issuable as,
Subordinated Debentures in definitive form. The Global Securities described
above may not be transferred except by the depository to a nominee of the
depository or by a nominee of the depository to the depository or another
nominee of the depository or to a successor depository or its nominee.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in such a Global Security.
Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Subordinated
Debentures in definitive form and will not be considered the Holders (as
defined in the Indenture) thereof for any purpose under the Indenture, and no
Global Security representing Subordinated Debentures shall be exchangeable,
except for another Global Security of like denomination and tenor to be
registered in the name of the depository or its nominee or to a successor
depository or its nominee. Accordingly, each beneficial owner must rely on the
procedures of the depository or if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest to
exercise any rights of a Holder under the Indenture.
THE DEPOSITORY
If Subordinated Debentures are distributed to holders of Preferred Securities
in liquidation of such holders' interests in Pacific Telesis Financing, DTC
will act as securities depository for the Subordinated Debentures. For a
description of DTC and the specific terms of the depository arrangements, see
"Description of the Preferred Securities--Book-Entry Issuance--The Depository
Trust Company." As of the date of this Prospectus Supplement, the description
therein of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments with respect to the Preferred
Securities apply in all material respects to any debt obligations represented
by one or more Global Securities held by DTC. Pacific Telesis may appoint a
successor to DTC or any successor depository in the event DTC or such successor
depository is unable or unwilling to continue as a depository for the Global
Securities.
None of Pacific Telesis, Pacific Telesis Financing, the Indenture Trustee,
any paying agent and any other agent of Pacific Telesis or the Indenture
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in a
Global Security for such Subordinated Debentures or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
DISCONTINUANCE OF THE DEPOSITORY'S SERVICES
A Global Security shall be exchangeable for Subordinated Debentures in
definitive certificated form registered in the names of persons other than the
depository or its nominee only if (i) the depository notifies Pacific Telesis
that it is unwilling or unable to continue as a depository for such Global
Security and no successor depository shall have been appointed, (ii) the
depository, at any time, ceases to be a clearing agency registered under the
Exchange Act at which time the depository is required to be so registered to
act as such depository and no successor depository shall have been appointed,
or (iii) Pacific Telesis, in its sole discretion, determines that such Global
Security shall be so exchangeable. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Subordinated
Debentures registered in such names as the depository shall direct. It is
expected that such instructions will be based upon directions received by the
depository from its Participants with respect to ownership of beneficial
interests in such Global Security.
MISCELLANEOUS
The Indenture will provide that Pacific Telesis will pay all fees and
expenses related to (i) the offering of the Trust Securities and the
Subordinated Debentures, (ii) the organization, maintenance and dissolution of
Pacific Telesis Financing, (iii) the retention of the Pacific Telesis Trustees
and (iv) the enforcement by the Property Trustee of the rights of the holders
of the Preferred Securities.
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EFFECT OF OBLIGATIONS UNDER THE
SUBORDINATED DEBENTURES AND THE GUARANTEE
As set forth in the Declaration, the sole purpose of Pacific Telesis
Financing is to (i) issue the Trust Securities evidencing undivided beneficial
interests in the assets of Pacific Telesis Financing, (ii) invest the proceeds
from such issuance and sale in the Subordinated Debentures and (iii) engage in
only those other activities necessary or incidental thereto.
As long as payments of interest and other payments are made when due on the
Subordinated Debentures, such payments will be sufficient to cover
distributions and payments due on the Trust Securities because: (i) the
aggregate principal amount of Subordinated Debentures will be equal to the sum
of the aggregate stated liquidation amount of the Trust Securities; (ii) the
interest rate and the interest and other payment dates on the Subordinated
Debentures will match the distribution rate and distribution and other payment
dates for the Preferred Securities; (iii) Pacific Telesis shall pay all, and
Pacific Telesis Financing shall not be obligated to pay, directly or
indirectly, any, costs, expenses, debts and obligations of Pacific Telesis
Financing; and (iv) the Declaration further provides that the Pacific Telesis
Trustees shall not cause or permit Pacific Telesis Financing to, among other
things, engage in any activity that is not consistent with the purposes of
Pacific Telesis Financing.
Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor
are available) are guaranteed by Pacific Telesis as and to the extent set forth
under "Description of the Guarantees" in the accompanying Prospectus. If
Pacific Telesis does not make interest and/or principal payments on the
Subordinated Debentures purchased by Pacific Telesis Financing, it is expected
that Pacific Telesis Financing will not have sufficient funds to pay
distributions on the Preferred Securities. The Guarantee is a full and
unconditional guarantee from the time of its issuance, but will not apply to
the payment of distributions and other payments on the Preferred Securities
when Pacific Telesis Financing does not have sufficient funds to make such
distributions or other payments.
If Pacific Telesis fails to make interest and/or principal payments on the
Subordinated Debentures when due (taking account of any Extension Period) a
record holder of Preferred Securities may institute a proceeding directly
against Pacific Telesis for enforcement of payment to the holder of the
Subordinated Debentures of the principal and interest on the Subordinated
Debentures after the respective due dates specified in the Subordinated
Debentures. If another Indenture Event of Default occurs and is continuing, the
Declaration provides a mechanism whereby the holders of the Preferred
Securities, using the procedures described in "Description of the Preferred
Securities--Voting Rights," may direct the Property Trustee to enforce its
rights under the Subordinated Debentures. If, with respect to other than
principal and interest payments on the Subordinated Debentures, the Property
Trustee fails to enforce its rights under the Subordinated Debentures, a holder
of Preferred Securities may institute a legal proceeding directly against any
person to enforce the Property Trustee's rights under the Subordinated
Debentures without first instituting any legal proceeding against the Property
Trustee or any other person or entity.
If Pacific Telesis fails to make payments to holders of Preferred Securities
under the Guarantee, any such holder of the Preferred Securities may institute
a legal proceeding directly against Pacific Telesis to enforce Pacific Telesis'
obligation to make such payments.
Pacific Telesis' obligations under the Declaration, the Guarantee, the
Subordinated Debentures and the Indenture, taken together, constitute a full
and unconditional guarantee by Pacific Telesis of payments due on the Preferred
Securities. See "Description of the Guarantees--General" in the accompanying
Prospectus.
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UNITED STATES FEDERAL INCOME TAXATION
GENERAL
The following is a summary of certain of the material United States federal
income tax consequences of the purchase, ownership and disposition of Preferred
Securities. Unless otherwise stated, this summary deals only with Preferred
Securities held as capital assets by holders who purchase the Preferred
Securities upon original issuance ("Initial Holders"). It does not deal with
special classes of holders such as banks, thrifts, real estate investment
trusts, regulated investment companies, insurance companies, dealers in
securities or currencies, tax-exempt investors, or persons that will hold the
Preferred Securities as a position in a "straddle," as part of a "synthetic
security" or "hedge," as part of a "conversion transaction" or other integrated
investment, or as other than a capital asset. This summary also does not
address the tax consequences to persons that have a functional currency other
than the U.S. dollar or the tax consequences to shareholders, partners or
beneficiaries of a holder of Preferred Securities. Further, it does not include
any description of any alternative minimum tax consequences or the tax laws of
any state or local government or of any foreign government that may be
applicable to the Preferred Securities. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), U. S. Treasury regulations
thereunder and administrative and judicial interpretations thereof, as of the
date hereof, all of which are subject to change, possibly on a retroactive
basis.
CLASSIFICATION OF THE SUBORDINATED DEBENTURES AND PACIFIC TELESIS FINANCING
In connection with the issuance of the Subordinated Debentures, Phillip J.
Lauro, Executive Director of Taxes of Pacific Telesis and tax counsel for
Pacific Telesis and Pacific Telesis Financing, will render his opinion
generally to the effect that, under then current law and assuming full
compliance with the terms of the Indenture (and certain other documents), the
Subordinated Debentures will be classified for United States federal income tax
purposes as indebtedness of Pacific Telesis.
In connection with the issuance of the Preferred Securities, Mr. Lauro will
render his opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the Declaration, Pacific Telesis
Financing will be classified for United States federal income tax purposes as a
grantor trust and not as an association taxable as a corporation. Accordingly,
for United States federal income tax purposes, each holder of Preferred
Securities generally will be considered the owner of an undivided interest in
the Subordinated Debentures. Each holder will be required to include in its
gross income its allocable share of income accrued on the Subordinated
Debentures.
Investors should be aware that these tax opinions do not address any other
issue and are not binding on the Internal Revenue Service or the courts.
ORIGINAL ISSUE DISCOUNT
The Subordinated Debentures will be treated as issued with original issue
discount. Holders of debt instruments issued with OID must include the OID in
income on an economic accrual basis regardless of their method of tax
accounting and regardless of the timing of the receipt of cash attributable to
the OID. Generally, all of a holder's taxable interest income with respect to
the Subordinated Debentures will be accounted for as OID, and actual payments
and distributions of stated interest will not be separately reported as taxable
income. The amount of OID that accrues in any quarter will approximately equal
the amount of the interest that accrues on the Subordinated Debentures in that
quarter at the stated interest rate. In the event that the interest payment
period is extended, holders will continue to accrue OID approximately equal to
the amount of the interest payment due at the end of the extended interest
payment period on an economic accrual basis over the length of the extended
interest period.
Because income on the Preferred Securities will constitute OID, corporate
holders of Preferred Securities will not be entitled to a dividends-received
deduction with respect to any income recognized with respect to the Preferred
Securities.
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MARKET DISCOUNT AND BOND PREMIUM
Holders of Preferred Securities other than Initial Holders may be considered
to have acquired their undivided interests in the Subordinated Debentures with
"market discount" or "acquisition premium" as such phrases are defined for
United States federal income tax purposes. Such holders are advised to consult
their tax advisors as to the income tax consequences of the acquisition,
ownership and disposition of the Preferred Securities.
RECEIPT OF SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF PACIFIC TELESIS
FINANCING
Under certain circumstances, as described under the caption "Description of
the Preferred Securities--Special Event Redemption or Distribution,"
Subordinated Debentures may be distributed to holders in exchange for the
Preferred Securities and in liquidation of Pacific Telesis Financing. Under
current law, such a distribution, for United States federal income tax
purposes, would be treated as a non-taxable event to each holder, and each
holder would receive an aggregate tax basis in the Subordinated Debentures
equal to such holder's aggregate tax basis in its Preferred Securities. A
holder's holding period in the Subordinated Debentures so received in
liquidation of Pacific Telesis Financing would include the period during which
the Preferred Securities were held by such holder.
Under certain circumstances described herein (see "Description of the
Preferred Securities--Special Event Redemption or Distribution"), the
Subordinated Debentures may be redeemed for cash and the proceeds of such
redemption distributed to holders in redemption of their Preferred Securities.
Under current law, such a redemption would, for United States federal income
tax purposes, constitute a taxable disposition of the redeemed Preferred
Securities, and a holder could recognize gain or loss as if it sold such
redeemed Preferred Securities for cash. See "--Sales of Preferred Securities."
SALES OF PREFERRED SECURITIES
A holder that sells Preferred Securities will recognize gain or loss equal to
the difference between its adjusted tax basis in the Preferred Securities and
the amount realized on the sale of such Preferred Securities. A holder's
adjusted tax basis in the Preferred Securities generally will be its initial
purchase price increased by OID previously includable in such holder's gross
income to the date of disposition and decreased by payments received on the
Preferred Securities. Subject to the market discount rules described above,
such gain or loss generally will be a capital gain or loss and generally will
be a long-term capital gain or loss if the Preferred Securities have been held
for more than one year.
The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Subordinated Debentures. A holder who disposes of its Preferred Securities
between record dates for payments of distributions thereon will be required to
include in ordinary income OID on the Subordinated Debentures accrued through
the date of disposition, and to add such amount to its adjusted tax basis in
its Preferred Securities. To the extent the selling price is less than the
holder's adjusted tax basis (which will include, in the form of OID, all
accrued but unpaid interest) a holder will recognize a capital loss. Subject to
certain limited exceptions, capital losses cannot be applied to offset ordinary
income for United States federal income tax purposes.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust.
Under present United States federal income tax law: (i) payments by Pacific
Telesis Financing or any of its paying agents to any holder of a Preferred
Security who or which is a United States Alien Holder will not be subject to
United States federal withholding tax; provided that, (a) the beneficial owner
of the Preferred Security does not actually or constructively own 10% or more
of the total combined voting power of all
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classes of stock of Pacific Telesis entitled to vote, (b) the beneficial owner
of the Preferred Security is not a controlled foreign corporation that is
related to Pacific Telesis through stock ownership, and (c) either (A) the
beneficial owner of the Preferred Security certifies to Pacific Telesis
Financing or its agent, under penalties of perjury, that it is not a United
States holder and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
Pacific Telesis Financing or its agent, under penalties of perjury, that such
statement has been received from the beneficial owner by it or by a Financial
Institution between it and the beneficial owner and furnishes Pacific Telesis
Financing or its agent with a copy thereof; and (ii) a United States Alien
Holder of a Preferred Security will not be subject to United States federal
withholding tax on any gain realized upon the sale or other disposition of a
Preferred Security.
INFORMATION REPORTING TO HOLDERS
Income on the Preferred Securities will be reported to holders on Forms 1099,
which forms should be mailed to holders of Preferred Securities by January 31
following each calendar year.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, the Preferred Securities may
be subject to a "backup" withholding tax of 31% unless the holder complies with
certain identification requirements. Any withheld amounts will be allowed as a
credit against the holder's federal income tax, provided the required
information is provided to the Internal Revenue Service.
PROPOSED TAX LAW CHANGES
On December 7, 1995, the U.S. Treasury Department proposed a series of tax
law changes that would, among other things, prevent companies from deducting
interest on debt instruments with a maturity of more than 40 years and on
instruments with a maximum term of more than 20 years which are not shown as
indebtedness on the consolidated balance sheet of the issuer. Either of these
proposals, if enacted, would prevent Pacific Telesis from deducting interest
paid on the Subordinated Debentures. However, on December 19, 1995 the Treasury
Department stated that, based upon input it had received to date, it would
recommend to Congress that transitional relief from the proposed changes be
granted for financial instruments that are issued pursuant to a registration
statement that was filed with the Securities and Exchange Commission on or
before December 7, 1995. In the case of a "shelf" registration statement (which
registers securities for an offering to be made on a continuous or delayed
basis in the future), transitional relief would be recommended if the issuer
had filed a prospectus supplement (including a preliminary prospectus
supplement) to the registration statement on or before December 7, 1995.
Financial instruments would be eligible for this transitional relief only to
the extent of the aggregate amount of such instruments described in the
registration statement (or prospectus supplement or preliminary prospectus
supplement) as of December 7, 1995. Pacific Telesis cannot predict whether the
proposed tax law changes will become law. However, if the proposed tax law
changes and the proposed transitional relief are enacted, Pacific Telesis
should be able to deduct interest on the Subordinated Debentures pursuant to
the transitional relief for "shelf" registration statements described above. If
legislation is enacted limiting, in whole or in part, the deductibility by
Pacific Telesis of interest on the Subordinated Debentures for United States
federal income tax purposes, such enactment would be a Tax Event. Under certain
circumstances following a Tax Event, Pacific Telesis may cause the Subordinated
Debentures and the Preferred Securities to be redeemed. See "Description of the
Preferred Securities--Special Event Redemption or Distribution." The December
7, 1995 proposed tax law changes would not alter the United States federal
income tax consequences of the purchase, ownership and disposition of the
Preferred Securities as described above.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.
S-32
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), Pacific Telesis Financing has agreed to sell to
each of the Underwriters named below, and each of the Underwriters, for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Dean Witter Reynolds Inc.,
A.G. Edwards & Sons, Inc., Goldman, Sachs & Co., Lehman Brothers Inc.,
PaineWebber Incorporated, Prudential Securities Incorporated, Salomon Brothers
Inc and Smith Barney Inc. are acting as representatives (the
"Representatives"), has severally agreed to purchase the number of Preferred
Securities set forth opposite its name below. In the Underwriting Agreement,
the several Underwriters have agreed, subject to the terms and conditions set
forth therein, to purchase all the Preferred Securities offered hereby if any
of the Preferred Securities are purchased. In the event of default by an
Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the purchase commitments of the nondefaulting Underwriters may
be increased or the Underwriting Agreement may be terminated.
<TABLE>
<CAPTION>
UNDERWRITERS PREFERRED SECURITIES
------------ --------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................... 1,416,800
Dean Witter Reynolds Inc. ................................ 1,416,650
A.G. Edwards & Sons, Inc. ................................ 1,416,650
Goldman, Sachs & Co. ..................................... 1,416,650
Lehman Brothers Inc. ..................................... 1,416,650
PaineWebber Incorporated.................................. 1,416,650
Prudential Securities Incorporated........................ 1,416,650
Salomon Brothers Inc ..................................... 1,416,650
Smith Barney Inc. ........................................ 1,416,650
Robert W. Baird & Co. Incorporated........................ 200,000
Bear, Stearns & Co. Inc. ................................. 200,000
Alex. Brown & Sons Incorporated........................... 200,000
CS First Boston Corporation............................... 200,000
Dain Bosworth Incorporated................................ 200,000
Dillon, Read & Co. Inc. .................................. 200,000
Donaldson, Lufkin & Jenrette Securities Corporation....... 200,000
EVEREN Securities, Inc. .................................. 200,000
WR Lazard, Laidlaw & Luther............................... 200,000
J.P. Morgan Securities Inc................................ 200,000
Morgan Stanley & Co. Incorporated......................... 200,000
Oppenheimer & Co., Inc. .................................. 200,000
Piper Jaffray Inc......................................... 200,000
Raymond James & Associates, Inc........................... 200,000
Muriel Siebert & Co., Inc................................. 200,000
Tucker Anthony Incorporated............................... 200,000
Advest, Inc. ............................................. 90,000
M.R. Beal & Company....................................... 90,000
J.C. Bradford & Co........................................ 90,000
JW Charles Securities, Inc................................ 90,000
Coast Partners Securities................................. 90,000
Commerzbank Capital Markets Corporation................... 90,000
Cowen & Company........................................... 90,000
Craigie Incorporated...................................... 90,000
Crowell, Weedon & Co. .................................... 90,000
Davenport & Co. of Virginia, Inc.......................... 90,000
Doft & Co., Inc........................................... 90,000
</TABLE>
S-33
<PAGE>
<TABLE>
<CAPTION>
UNDERWRITERS PREFERRED SECURITIES
------------ --------------------
<S> <C>
Dougherty, Dawkins, Strand & Bigelow Inc.................. 90,000
Fahnestock & Co. Inc...................................... 90,000
First Albany Corporation.................................. 90,000
First of Michigan Corporation............................. 90,000
Furman Selz Incorporated.................................. 90,000
Grigsby Brandford & Co., Inc.............................. 90,000
Gruntal & Co., Incorporated............................... 90,000
J.J.B. Hilliard, W. L. Lyons, Inc......................... 90,000
Interstate/Johnson Lane Corporation....................... 90,000
Janney Montgomery Scott Inc............................... 90,000
Josephthal Lyon & Ross Incorporated....................... 90,000
Kennedy, Cabot & Co. ..................................... 90,000
Legg Mason Wood Walker, Incorporated...................... 90,000
McDonald & Company Securities, Inc........................ 90,000
McGinn, Smith & Co., Inc. ................................ 90,000
Mesirow Financial, Inc. .................................. 90,000
Morgan Keegan & Company, Inc.............................. 90,000
David A. Noyes & Company.................................. 90,000
The Ohio Company.......................................... 90,000
Olde Discount Corporation................................. 90,000
Principal Financial Securities, Inc....................... 90,000
Rauscher Pierce Refsnes, Inc.............................. 90,000
Redwood Securities Group.................................. 90,000
The Robinson-Humphrey Company, Inc........................ 90,000
Rodman & Renshaw, Inc..................................... 90,000
Roney & Co................................................ 90,000
Scott & Stringfellow, Inc. ............................... 90,000
Stifel, Nicolaus & Company, Incorporated.................. 90,000
Sturdivant & Co., Inc..................................... 90,000
Sutro & Co. Incorporated.................................. 90,000
US Clearing Corp.......................................... 90,000
Utendahl Capital Partners, L.P............................ 90,000
Wheat, First Securities, Inc.............................. 90,000
Yamaichi International (America), Inc. ................... 90,000
----------
Total................................................ 20,000,000
==========
</TABLE>
The Underwriters propose initially to offer the Preferred Securities to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such price less a concession
not in excess of $.50 per Preferred Security, provided that such concession for
sales of 10,000 or more Preferred Securities to a single purchaser will not be
in excess of $.30 per Preferred Security. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of $.30 per Preferred Security to
certain other dealers. After the initial public offering of the Preferred
Securities, the public offering price, concessions and discount may be changed.
In view of the fact that the proceeds of the sale of the Preferred Securities
will ultimately be used to purchase the Subordinated Debentures of Pacific
Telesis, the Underwriting Agreement provides that Pacific Telesis will pay as
Underwriters' Compensation to the Underwriters' arranging the investment
therein of such proceeds, an amount in (next day) funds of $.7875 per Preferred
Security for the accounts of the several Underwriters; provided that, such
compensation for sales of 10,000 or more Preferred Securities to any single
S-34
<PAGE>
purchaser will be $.50 per Preferred Security. Therefore, to the extent of such
sales, the actual amount of Underwriters Compensation will be less than the
aggregate amount specified in the preceding sentence.
During a period of 30 days from the date of this Prospectus Supplement,
neither Pacific Telesis Financing nor Pacific Telesis will, without the prior
written consent of the Underwriters, directly or indirectly, sell, offer to
sell, grant any option for the sale of, or otherwise dispose of, any Preferred
Securities, any security convertible into or exchangeable into or exercisable
for Preferred Securities or Subordinated Debentures or any debt securities
substantially similar to the Subordinated Debentures or equity securities
substantially similar to the Preferred Securities (except for the Subordinated
Debentures and the Preferred Securities offered hereby).
The Preferred Securities have been approved for listing on the New York Stock
Exchange. Trading of the Preferred Securities on the New York Stock Exchange is
expected to commence within a 30 day period after the initial delivery of the
Preferred Securities. The Representatives have advised Pacific Telesis
Financing that they intend to make a market in the Preferred Securities prior
to the commencement of trading on the New York Stock Exchange. The
Representatives will have no obligation to make a market in the Preferred
Securities, however, and may cease market making activities, if commenced, at
any time.
Prior to this offering there has been no public market for the Preferred
Securities. In order to meet one of the requirements for listing the Preferred
Securities on the New York Stock Exchange, the Underwriters will undertake to
sell lots of 100 or more Preferred Securities to a minimum of 400 beneficial
holders.
Pacific Telesis Financing and Pacific Telesis have agreed to indemnify the
Underwriters against, or contribute to payments that the Underwriters may be
required to make in respect of, certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, Pacific Telesis and its subsidiaries in the
ordinary course of business.
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of Pacific Telesis Financing by
Skadden, Arps, Slate, Meagher & Flom, special Delaware counsel to Pacific
Telesis Financing. The validity of the Subordinated Debentures and the
Guarantee and certain matters relating thereto will be passed upon for Pacific
Telesis by Richard W. Odgers--Executive Vice President, General Counsel and
Secretary of Pacific Telesis. Pillsbury Madison & Sutro LLP, San Francisco,
California, are acting as counsel to the Underwriters in connection with
certain legal matters relating to the securities offered hereby. Pillsbury,
Madison & Sutro LLP will rely on the opinion of Skadden, Arps, Slate, Meagher &
Flom as to certain matters of Delaware law relating to the validity of the
Preferred Securities. Certain United States Federal income taxation matters
will be passed upon for Pacific Telesis and Pacific Telesis Financing by
Phillip J. Lauro, Executive Director of Taxes of Pacific Telesis. As of
November 30, 1995, Mr. Odgers beneficially owned or had an interest in
approximately 2,182 shares of Pacific Telesis common stock and had been granted
options under the Pacific Telesis Group 1994 Stock Incentive Plan or its
predecessor with respect to 70,000 shares of Pacific Telesis common stock. As
of November 30, 1995, Mr. Lauro beneficially owned or had an interest in
approximately 1,525 shares of Pacific Telesis common stock and had been granted
options under the Pacific Telesis Group 1994 Stock Incentive Plan or its
predecessor with respect to 10,400 shares of Pacific Telesis common stock. As
of October 30, 1995, members and counsel of Skadden, Arps, Slate, Meagher &
Flom beneficially owned approximately 2,000 shares of Pacific Telesis common
stock. For many years, Pillsbury Madison & Sutro LLP has acted and continues to
act as counsel in certain matters for Pacific Telesis and certain of its
affiliates.
S-35
<PAGE>
PROSPECTUS
$1,000,000,000
[LOGO OF PACIFIC TELESIS GROUP APPEARS HERE]
PACIFIC TELESIS GROUP
SUBORDINATED DEBT SECURITIES
----------------
PACIFIC TELESIS FINANCING I
PACIFIC TELESIS FINANCING II
PACIFIC TELESIS FINANCING III
PREFERRED SECURITIES GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
PACIFIC TELESIS GROUP
----------------
Pacific Telesis Group ("Pacific Telesis" and, together with its subsidiaries,
the "Company"), a Nevada corporation, may offer, from time to time, unsecured
subordinated debt securities consisting of debentures, notes or other evidences
of indebtedness (the "Subordinated Debt Securities"), or any combination of the
foregoing, in each case in one or more series and in amounts, at prices and on
terms to be determined at or prior to the time of any such offering. The
Subordinated Debt Securities when issued will be unsecured obligations of
Pacific Telesis. Pacific Telesis' obligations under the Subordinated Debt
Securities will be subordinate and junior in right of payment to certain other
indebtedness of Pacific Telesis as may be described in an accompanying
prospectus supplement (the "Prospectus Supplement").
Pacific Telesis Financing I, Pacific Telesis Financing II and Pacific Telesis
Financing III (each, a "Pacific Telesis Trust"), each a statutory business
trust formed under the laws of the State of Delaware, may offer, from time to
time, preferred securities, representing undivided beneficial interests in the
assets of the respective Pacific Telesis Trust ("Preferred Securities"). The
payment of periodic cash distributions ("distributions") with respect to
Preferred Securities of each of the Pacific Telesis Trusts out of moneys held
by each of the Pacific Telesis Trusts, and payments on liquidation, redemption
or otherwise with respect to such Preferred Securities, will be guaranteed by
Pacific Telesis to the extent described herein (each a "Guarantee"). See
"Description of the Guarantees" below. Pacific Telesis' obligations under the
Guarantees are subordinate and junior in right of payment to all other
liabilities of Pacific Telesis and rank pari passu with the most senior
preferred stock, if any, issued from time to time by Pacific Telesis.
Subordinated Debt
(continued on next page)
----------------
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. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES
OF SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The date of this Prospectus is January 3, 1996.
<PAGE>
(continued from previous page)
Securities may be issued and sold from time to time in one or more series by
Pacific Telesis to a Pacific Telesis Trust, or a trustee of such Pacific
Telesis Trust, in connection with the investment of the proceeds from the
offering of Preferred Securities and Common Securities (as defined herein) of
such Pacific Telesis Trust. The Subordinated Debt Securities purchased by a
Pacific Telesis Trust may be subsequently distributed pro rata to holders of
Preferred Securities and Common Securities in connection with the dissolution
of such Pacific Telesis Trust upon the occurrence of certain events as may be
described in an accompanying Prospectus Supplement. The Subordinated Debt
Securities and the Preferred Securities and the related Guarantees are
sometimes collectively referred to hereafter as the "Offered Securities".
Specific terms of the Subordinated Debt Securities of any series or the
Preferred Securities of any Pacific Telesis Trust in respect of which this
prospectus ("Prospectus") is being delivered will be set forth in a Prospectus
Supplement with respect to such securities, which will describe, without
limitation and where applicable, the following: (i) in the case of Subordinated
Debt Securities, the specific designation, aggregate principal amount,
denomination, maturity, premium, if any, any exchange, conversion, redemption
or sinking fund provisions, if any, interest rate (which may be fixed or
variable), if any, the time and method of calculating interest payments, if
any, dates on which premium, if any, and interest, if any, will be payable, the
right of Pacific Telesis, if any, to defer payment of interest on the
Subordinated Debt Securities and the maximum length of such deferral period,
the initial public offering price, subordination terms, and any listing on a
securities exchange and other specific terms of the offering; and (ii) in the
case of Preferred Securities, the designation, number of securities,
liquidation preference per security, initial public offering price, any listing
on a securities exchange, distribution rate (or method of calculation thereof),
dates on which distributions shall be payable and dates from which
distributions shall accrue, any voting rights, terms for any conversion or
exchange into other securities, any redemption, exchange or sinking fund
provisions, any other rights, preferences, privileges, limitations or
restrictions relating to the Preferred Securities and the terms upon which the
proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Subordinated Debt Securities of Pacific Telesis.
The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering; provided, however, that, the aggregate
initial public offering price of all Offered Securities shall not exceed
$1,000,000,000. The Prospectus Supplement relating to any series of Offered
Securities will contain information concerning certain United States federal
income tax considerations, if applicable to the Offered Securities.
Pacific Telesis and/or each of the Pacific Telesis Trusts may sell the
Offered Securities directly, through agents designated from time to time, or
through underwriters or dealers. See "Plan of Distribution" below. If any
agents of Pacific Telesis and/or any Pacific Telesis Trust or any underwriters
or dealers are involved in the sale of the Offered Securities, the names of
such agents, underwriters or dealers and any applicable commissions and
discounts will be set forth in any related Prospectus Supplement.
2
<PAGE>
AVAILABLE INFORMATION
This Prospectus constitutes a part of a combined Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by Pacific Telesis and the Pacific Telesis Trusts with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Offered
Securities. This Prospectus does not contain all of the information set forth
in such Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company, the Pacific Telesis Trusts and the
Offered Securities. Any statements contained herein concerning the provisions
of any document filed as an exhibit to the Registration Statement or otherwise
filed with the SEC or incorporated by reference herein are not necessarily
complete, and, in each instance, reference is made to the copy of such document
so filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.
Pacific Telesis is subject to the informational 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 SEC. Reports, proxy statements and other information concerning Pacific
Telesis can be inspected and copied at prescribed rates at the SEC's Public
Reference Room, Judiciary Plaza, 450 Fifth Street, Northwest, Washington, D.C.
20549, as well as the following Regional Offices of the SEC: 7 World Trade
Center, New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Such reports, proxy statements and
other information may also be inspected at the offices of the following stock
exchanges on which Pacific Telesis 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.
No separate financial statements of any of the Pacific Telesis Trusts have
been included herein. Pacific Telesis does not consider that such financial
statements would be material to holders of the Preferred Securities because (i)
all of the voting securities of each of the Pacific Telesis Trusts will be
owned, directly or indirectly, by Pacific Telesis, a reporting company under
the Exchange Act, (ii) each of the Pacific Telesis Trusts has no independent
operations but exists for the sole purpose of issuing securities representing
undivided beneficial interests in the assets of such Pacific Telesis Trust and
investing the proceeds thereof in Subordinated Debt Securities issued by
Pacific Telesis, and (iii) Pacific Telesis' obligations described herein and in
any accompanying prospectus supplement under the Declarations of each Trust,
the Guarantee issued with respect to Preferred Securities issued by that Trust,
the Subordinated Debt Securities purchased by that Trust and the related
Indenture, taken together, constitute a full and unconditional guarantee of
payments due on the Trust Securities. See "Description of the Subordinated Debt
Securities" and "Description of the Guarantees."
The Pacific Telesis Trusts are not currently subject to the information
reporting requirements of the Exchange Act. The Pacific Telesis Trusts will
become subject to such requirements upon the effectiveness of the Registration
Statement, although they intend to seek and expect to receive exemptions
therefrom.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Pacific Telesis (File No. 1-8609) with the
SEC pursuant to the Exchange Act are incorporated by reference herein and made
a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995.
3. Current Reports on Form 8-K dated April 19, 1995, September 7, 1995
and November 17, 1995.
3
<PAGE>
All documents filed by Pacific Telesis pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Offered Securities pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein or in any Prospectus Supplement shall be
deemed to be modified or superseded for purposes of this Prospectus or any
Prospectus Supplement to the extent that a statement contained herein or
therein (or in any other subsequently filed document that also is or is deemed
to be 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 or any
Prospectus Supplement.
Pacific Telesis undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the foregoing documents incorporated
herein by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents. Such
requests should be directed to the Company's Investor Services office, 130
Kearny Street, Suite 2926, San Francisco, California 94108 (telephone number
(415) 394-3078).
PACIFIC TELESIS GROUP
Pacific Telesis 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).
Pacific Telesis is one of seven regional holding companies formed in
connection with the 1984 divestiture by AT&T Corp. 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, which has retained jurisdiction
over the interpretation and enforcement of the Consent Decree.
The Company includes a holding company, Pacific Telesis; two BOCs, Pacific
Bell and Nevada Bell; and certain diversified subsidiaries. The holding company
provides financial, strategic planning, legal and general administrative
functions on its own behalf and on behalf of its subsidiaries.
Pacific Bell and its wholly-owned subsidiaries, including Pacific Bell
Directory, Pacific Bell Information Services and Pacific Bell Mobile Services,
and Nevada Bell provide a variety of communications and information services in
California and Nevada. These services include: (1) dialtone 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 publishing; and (8) selected information services, such as voice
mail and electronic mail. Pacific Bell Mobile Services was formed in 1994 to
offer personal communications services and other mobile telecommunications
services and has not yet commenced service.
THE PACIFIC TELESIS FINANCING TRUSTS
Each of Pacific Telesis Financing I, Pacific Telesis Financing II and Pacific
Telesis Financing III is a statutory business trust formed under Delaware law
pursuant to (i) a separate declaration of trust executed
4
<PAGE>
by Pacific Telesis, as sponsor for such trust (the "Sponsor"), and the Pacific
Telesis Trustees (as defined herein) of such trust and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware on
October 17, 1995. Each of the declarations of trust will be amended and
restated in its entirety (as so amended and restated, the "Declaration")
substantially in the form filed as an exhibit to the Registration Statement.
Each Pacific Telesis Trust exists for the exclusive purposes of (i) issuing the
Preferred Securities and common securities representing undivided beneficial
interests in the assets of the Trust (the "Common Securities" and, together
with the Preferred Securities, the "Trust Securities"), (ii) investing the
gross proceeds from the sale of the Trust Securities in the Subordinated Debt
Securities and (iii) engaging in only those other activities necessary or
incidental thereto. All of the Common Securities will be directly or indirectly
owned by Pacific Telesis. The Common Securities will rank pari passu, and
payments will be made thereon pro rata, with the Preferred Securities, except
that, upon an event of default under the Declaration, the rights of the holders
of the Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights
of the holders of the Preferred Securities. Pacific Telesis will directly or
indirectly acquire Common Securities in an aggregate liquidation amount equal
to 3% of the total capital of each Pacific Telesis Trust. Each Pacific Telesis
Trust has a term of approximately 55 years but may terminate earlier, as
provided in each Declaration. Each Pacific Telesis Trust's business and affairs
will be conducted by the trustees (the "Pacific Telesis Trustees") appointed by
Pacific Telesis as the direct or indirect holder of all the Common Securities.
The holder of the Common Securities will be entitled to appoint, remove or
replace any of, or increase or reduce the number of, the Pacific Telesis
Trustees of a Pacific Telesis Trust. The duties and obligations of the Pacific
Telesis Trustees shall be governed by the Declaration of such Pacific Telesis
Trust. A majority of the Pacific Telesis Trustees of each Pacific Telesis Trust
will be persons who are employees or officers of or who are affiliated with
Pacific Telesis (the "Regular Trustees"). One Pacific Telesis Trustee (the
"Property Trustee") of each Pacific Telesis Trust will be a financial
institution that is not affiliated with Pacific Telesis and has a specified
minimum amount of aggregate capital, surplus, and undivided profits of not less
than $50,000,000, which shall act as property trustee and as indenture trustee
for the purposes of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pursuant to the terms set forth in a Prospectus Supplement. In
addition, unless the Property Trustee maintains its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable
law, one Pacific Telesis Trustee (the "Delaware Trustee") of each Pacific
Telesis Trust will either be a natural person and a resident of Delaware or a
legal entity having its principal place of business in Delaware. Pacific
Telesis will pay all fees and expenses related to the Pacific Telesis Trusts
and the offering of the Trust Securities, the payment of which will be
guaranteed by Pacific Telesis. The Property Trustee for each Pacific Telesis
Trust is The First National Bank of Chicago, One First National Plaza, Chicago,
Illinois 60670. The Delaware Trustee for each Pacific Telesis Trust is Michael
J. Majchrzak, FCC National Bank, 300 King Street, Wilmington, Delaware 19801.
The address for each Pacific Telesis Trust is c/o Pacific Telesis Group, the
Sponsor of each Trust, at the Company's corporate headquarters located at 130
Kearny Street, San Francisco, California 94108, telephone (415) 394-3000.
USE OF PROCEEDS
Each Pacific Telesis Trust will use all proceeds received from the sale of
its Preferred Securities to purchase Subordinated Debt Securities from Pacific
Telesis. Pacific Telesis intends to add the net proceeds from the sale of the
Subordinated Debt Securities to Pacific Telesis' general funds, to be used for
general corporate purposes, including capital expenditures, repurchases of
outstanding long-term debt securities, investments in subsidiaries, working
capital, repayment of short-term commercial paper notes and other business
opportunities or as otherwise disclosed in any Prospectus Supplement.
5
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to combined fixed
charges from continuing operations of Pacific Telesis Group and its
consolidated subsidiaries for the periods indicated. For the purpose of
calculating this ratio, earnings consist of income before income taxes and
fixed charges. Fixed charges include interest on indebtedness (excluding
discontinued operations) and the portion of rentals representative of the
interest factor.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...... 4.23 4.85 4.60 1.37 4.21 3.42 3.27
====== ====== ==== ==== ==== ==== ====
</TABLE>
DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES
Subordinated Debt Securities may be issued from time to time in one or more
series under an Indenture, to be dated as of January 9, 1996 (the "Subordinated
Debt Securities Indenture" or the "Indenture"), between the Company and The
First National Bank of Chicago as trustee (the "Subordinated Debt Securities
Trustee"). The terms of the Subordinated Debt Securities will include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act. The following summary does not purport to be complete
and is subject in all respects to the provisions of, and is qualified in its
entirety by reference to, the Indenture, which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and the Trust
Indenture Act. Whenever particular provisions or defined terms in the Indenture
are referred to herein, such provisions or defined terms and their definitions
are incorporated by reference herein.
The following description of the Subordinated Debt Securities sets forth the
general terms and provisions of the Subordinated Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Subordinated Debt
Securities offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply will be described in the Prospectus
Supplement relating to such Subordinated Debt Securities.
GENERAL
The Subordinated Debt Securities will be unsecured, subordinated obligations
of Pacific Telesis. The Indenture does not limit the aggregate principal amount
of Subordinated Debt Securities which may be issued thereunder and provides
that the Subordinated Debt Securities may be issued from time to time in one or
more series pursuant to an indenture supplemental to the Subordinated Debt
Securities Indenture, or pursuant to a resolution of Pacific Telesis' Board of
Directors or pursuant to authority granted by such Board of Directors (each a
"Supplemental Indenture").
In the event Subordinated Debt Securities are issued to a Pacific Telesis
Trust (or a trustee of such trust) in connection with the issuance of Trust
Securities by any such Pacific Telesis Trust, such Subordinated Debt Securities
subsequently may be distributed pro rata to the holders of such Trust
Securities in connection with the dissolution of such Pacific Telesis Trust
upon the occurrence of certain events described in the Prospectus Supplement
relating to such Trust Securities. Only one series of Subordinated Debt
Securities will be issued to a Pacific Telesis Trust, or a trustee of such
trust, in connection with the issuance of Trust Securities by such Pacific
Telesis Trust.
Reference is made to the applicable Prospectus Supplement for any series of
Subordinated Debt Securities for the following terms: (1) the designation of
such series of Subordinated Debt Securities, (2) the aggregate principal amount
of such series of Subordinated Debt Securities, (3) the stated maturity or
maturities for payment of principal of such series of Subordinated Debt
Securities and any sinking fund or analogous provisions, (4) the rate or rates
at which such series of Subordinated Debt Securities shall bear interest and
the interest payment dates for such series of Subordinated Debt Securities, (5)
the rights, if any, to defer payments of interest on such series of
Subordinated Debt Securities by extending the interest payment
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period, (6) the dates on which such interest will be payable, (7) the rights,
if any to extend the stated maturity or maturities for payment of principal of
such series of Subordinated Debt Securities, (8) the subordination terms of the
Subordinated Debt Securities of such series, (9) the currencies, currency unit
or index in or according to which principal of and interest and any premium on
such series of Subordinated Debt Securities shall be payable (if other than
United States Dollars), (10) the redemption date or dates, if any, and the
redemption price or prices and other applicable redemption provisions for such
series of Subordinated Debt Securities, including the date, if any, after
which, and the price or prices at which, the Subordinated Debt Securities may
be redeemed at the option of Pacific Telesis or the Holder (as defined in the
Indenture) thereof, and other detailed terms and provisions of such optional
redemption, (11) whether the Subordinated Debt Securities will be issued as
bearer or registered securities, (12) the terms of any guaranty, if any, issued
with respect to such series of Subordinated Debt Securities, (13) whether such
series of Subordinated Debt Securities shall be issued as one or more global
debt securities ("Global Debt Securities"), and if so, the identity of the
depository (the "Debt Depository") for such Global Debt Security or Securities,
(14) if not issued as one or more Global Debt Securities, the denominations in
which such series of Subordinated Debt Securities shall be issuable (if other
than denominations of $5,000 and any integral multiple thereof), (15) the date
from which interest on such series of Subordinated Debt Securities shall
accrue, (16) the basis upon which interest on such series of Subordinated Debt
Securities shall be computed (if other than on the basis of a 360-day year of
twelve 30-day months), (17) if other than the principal amount thereof, the
portion of the principal amount of such series of Subordinated Debt Securities
which shall be payable upon declaration of acceleration of the maturity thereof
pursuant to the Indenture, (18) whether and under what circumstances Pacific
Telesis will pay Additional Amounts (as defined in the Indenture) to any Holder
who is not a United States person (including any modification to the definition
of such term as contained in the Indenture as originally executed) in respect
of any tax, assessment or governmental charge and, if so, whether Pacific
Telesis will have an option to redeem such Subordinated Debt Securities rather
than pay such Additional Amounts (and the terms of any such option), (19) any
deletions from, modifications of or additions to the Events of Default (as
defined in the Indenture) or covenants of Pacific Telesis with respect to such
series of Subordinated Debt Securities, whether or not such Events of Default
or covenants are consistent with the terms of such Subordinated Debt Securities
Indenture, (20) any restrictions on dividends or distributions by Pacific
Telesis under the Indenture, (21) the ability of Pacific Telesis to incur
additional indebtedness or issue additional securities, (22) whether such
series of Subordinated Debt Securities will be offered at an "original issue
discount," (23) if other than the Subordinated Debt Securities Trustee, the
person or persons who shall be registrar for such series of Subordinated Debt
Securities, (24) the Record Date (as defined in the Indenture), (25) the
identity of the Subordinated Debt Securities Trustee, (26) the percentage of
such series of Subordinated Debt Securities necessary to require the
Subordinated Debt Securities Trustee to take action under the Indenture, (27)
the place or places, if any, other than the City of New York, where the
principal of (and premium, if any, on) and any interest on such series of
Subordinated Debt Securities shall be payable, where such Subordinated Debt
Securities may be surrendered for registration of transfer or exchange, and
where any notices or demands upon Pacific Telesis with respect to such series
of Subordinated Debt Securities may be served, (28) the designation of the
initial Exchange Rate Agent (as defined in the Indenture), if any, (29) the
provisions, if any, granting special rights to the holders of such series of
Subordinated Debt Securities upon the occurrence of such events as may be
specified, and (30) any other term or provision relating to such series of
Subordinated Debt Securities not inconsistent with the Indenture.
The Indenture does not contain any provisions that afford holders of
Subordinated Debt Securities protection in the event of a highly leveraged
transaction involving Pacific Telesis.
DENOMINATION
Subordinated Debt Securities may be issuable as Registered Securities (as
defined in the Indenture) solely, as Bearer Securities (as defined in the
Indenture) solely, or as both. Registered Securities will be issuable in
denominations of $25 and integral multiples of $25 and Bearer Securities will
be issuable in the denomination of $5,000 and integral multiples of $5,000 or,
in each case, in such other denominations as
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may be specified in the terms of the Subordinated Debt Securities. The
Subordinated Debt Securities Indenture also provides that Subordinated Debt
Securities may be issued in global form. Unless otherwise indicated in any
Prospectus Supplement, Bearer Securities will have interest coupons attached.
REGISTRATION AND TRANSFER
Registered Securities will be exchangeable for other Registered Securities of
the same series and of a like aggregate principal amount and tenor of different
authorized denominations. If (but only if) provided for in any Prospectus
Supplement, Bearer Securities (with all unmatured coupons, except as provided
below, and all matured coupons in default) of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In such event, Bearer Securities
surrendered in a permitted exchange for Registered Securities between a Regular
Record Date (as defined in the Indenture) or a Special Record Date (as defined
in the Indenture) and the relevant date for payment of interest shall be
surrendered without the coupon relating to such date for payment of interest,
and interest will not be payable on such date for payment of interest in
respect of the Registered Security issued in exchange for such Bearer Security
but will be payable only to the holder of such coupon when due, in accordance
with the terms of the Indenture. Unless otherwise specified in any Prospectus
Supplement, Bearer Securities will not be issued in exchange for Registered
Securities.
The Subordinated Debt Securities may be presented for exchange as described
above, and Registered Securities may be presented for registration of transfer
(duly endorsed or accompanied by a written instrument of transfer), at the
corporate trust offices of the Subordinated Debt Securities Trustee in Chicago,
Illinois or New York, New York. No service charge will be made for any transfer
or exchange of Subordinated Debt Securities, but Pacific Telesis may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
In the event of any redemption of Subordinated Debt Securities, Pacific
Telesis shall not be required to: (i) issue, register the transfer of or
exchange Subordinated Debt Securities of any series during a period beginning
at the opening of business 15 days before any selection of Subordinated Debt
Securities of that series to be redeemed and ending at the close of business on
(A) if Subordinated Debt Securities of the series are issuable only as
Registered Securities, the day of mailing of the relevant notice of redemption
and (B) if Subordinated Debt Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Subordinated Debt Securities of the series are also issuable
as Registered Securities and there is no publication, the day of mailing of the
relevant notice of redemption; (ii) register the transfer of or exchange any
Registered Security, or portion thereof, called for redemption, except the
unredeemed portion of any Registered Security being redeemed in part; (iii)
exchange any Bearer Security selected for redemption, except to exchange such
Bearer Security for a Registered Security of that series and like tenor that is
simultaneously surrendered for redemption; or (iv) issue, register the transfer
of or exchange any Subordinated Debt Securities that have been surrendered for
repayment at the option of the Holder, except the portion if any, thereof not
to be so repaid.
GLOBAL SECURITIES
The Subordinated Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities (as such term is defined
below), which will be deposited with, or on behalf of, a depository
("Depository") or its nominee identified in the applicable Prospectus
Supplement. In such case, one or more Global Securities will be issued in a
denomination or aggregate denomination equal to the portion of the aggregate
principal amount of outstanding Subordinated Debt Securities of the series to
be represented by such Global Security or Global Securities. The term "Global
Security," when used with respect to any series of Subordinated Debt
Securities, means a Subordinated Debt Security that is executed by Pacific
Telesis and authenticated and delivered by the Subordinated Debt Securities
Trustee to the Depository or pursuant to the Depository's instruction, which
shall be registered in the name of the Depository or its nominee and which
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all
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of the outstanding Subordinated Debt Securities of such series or any portion
thereof, in either case having the same terms, including, without limitation,
the same original issue date, date or dates on which principal is due, and
interest rate or method of determining interest.
The specific terms of the Depository arrangement with respect to any portion
of a series of Subordinated Debt Securities to be represented by a Global
Security will be described in the applicable Prospectus Supplement. Pacific
Telesis expects that the following provisions will apply to Depository
arrangements.
Unless otherwise specified in the applicable Prospectus Supplement,
Subordinated Debt Securities that are to be represented by a Global Security to
be deposited with or on behalf of a Depository will be represented by a Global
Security registered in the name of such Depository or its nominee. Upon the
issuance of such Global Security, and the deposit of such Global Security with
or on behalf of the Depository for such Global Security, the Depository will
credit on its book-entry registration and transfer system the respective
principal amounts of the Subordinated Debt Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depository or its nominee ("participants"). The accounts to be credited will be
designated by the underwriters or agents with respect to such Subordinated Debt
Securities or, if such Subordinated Debt Securities are offered and sold
directly by Pacific Telesis. Ownership of beneficial interests in such Global
Security will be limited to participants or Persons (as defined in the
Indenture) that may hold interests through participants. Ownership of
beneficial interests by participants in such Global Security will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the Depository or its nominee for such Global Security.
Ownership of beneficial interests in such Global Security by Persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in such Global Securities.
So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or Holder of the
Subordinated Debt Securities represented by such Global Security for all
purposes under the Indenture. Unless otherwise specified in the applicable
Prospectus Supplement, owners of beneficial interests in such Global Security
will not be entitled to have Subordinated Debt Securities of the series
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Subordinated Debt Securities of
such series in definitive certificated form and will not be considered the
Holders thereof for any purposes under the Indenture. Accordingly, each Person
owning a beneficial interest in such Global Security must rely on the
procedures of the Depository and, if such Person is not a participant, on the
procedures of the participant through which such Person owns its interest, to
exercise any rights of a Holder under the Indenture. Pacific Telesis
understands that under existing industry practices, if Pacific Telesis requests
any action of Holders or if an owner of a beneficial interest in such Global
Security desires to give any notice or take any action a Holder is entitled to
give or take under the Indenture, then the Depository would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such
notice or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of and premium (if any) on any Subordinated Debt Securities will be
made only against surrender to the Paying Agent (as defined in the Indenture)
of such Subordinated Debt Securities. Unless otherwise indicated in an
applicable Prospectus Supplement, principal of and any premium and interest, if
any, on Subordinated Debt
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Securities will be payable, subject to any applicable laws and regulations, at
the office of such Paying Agent or Paying Agents as Pacific Telesis may
designate from time to time, except that at the option of Pacific Telesis
payment of any interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Debenture Register
with respect to such Subordinated Debt Securities. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of interest on a Subordinated
Debt Security on any Interest Payment Date (as defined in the Indenture) will
be made to the person in whose name such Subordinated Debt Security (or
predecessor security) is registered at the close of business on the Regular
Record Date (as defined in the Indenture) for such interest payment.
Pacific Telesis will act as Paying Agent with respect to the Subordinated
Debt Securities. Pacific Telesis may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts, except that Pacific Telesis
will be required to maintain a Paying Agent in each Place of Payment (as
defined in the Indenture) for each series of the respective Subordinated Debt
Securities.
SUBORDINATION
The Subordinated Debt Securities will be subordinated and junior in right of
payment to certain other indebtedness of Pacific Telesis to the extent set
forth in the Prospectus Supplement that will accompany this Prospectus.
CERTAIN COVENANTS
If Subordinated Debt Securities are issued to a Pacific Telesis Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such Pacific Telesis Trust and there shall have occurred any event that would
constitute an Event of Default, then (a) Pacific Telesis shall not declare or
pay dividends on, or make a distribution with respect to or redeem, purchase or
acquire, or make a liquidation payment with respect to, any of its capital
stock, (b) Pacific Telesis shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued
by Pacific Telesis that rank pari passu with or junior to such Subordinated
Debt Securities and (c) Pacific Telesis shall not make guarantee payments with
respect to the foregoing (other than pursuant to the Guarantee); provided,
however, that, restriction (a) above does not apply to any stock dividends paid
by Pacific Telesis where the dividend stock is the same stock as that on which
the dividend is being paid.
In the event Subordinated Debt Securities are issued to a Pacific Telesis
Trust or a trustee of such trust in connection with the issuance of Trust
Securities of such Pacific Telesis Trust, for so long as such Trust Securities
remain outstanding, Pacific Telesis will covenant (i) to directly or indirectly
maintain 100% ownership of the Common Securities of such Pacific Telesis Trust;
provided, however, that any permitted successor of Pacific Telesis under the
Indenture may succeed to Pacific Telesis' ownership of such Common Securities
and (ii) to use its reasonable efforts to cause such Pacific Telesis Trust (a)
to remain a statutory business trust, except in connection with the
distribution of Subordinated Debt Securities to the holders of Trust Securities
in liquidation of such Pacific Telesis Trust, the redemption of all of the
Trust Securities of such Pacific Telesis Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration of such
Pacific Telesis Trust, and (b) to otherwise continue to be classified as a
grantor trust for United States federal income tax purposes.
RESTRICTIONS
The Subordinated Debt Securities Indenture provides that Pacific Telesis
shall not consolidate with or merge into any other corporation, or convey,
transfer or lease, or permit one or more of its Subsidiaries to convey,
transfer or lease, all or substantially all of the properties and assets of the
Company on a consolidated basis to any Person, unless either Pacific Telesis is
the continuing corporation or such corporation or Person is organized under the
laws of the United States or any state of the United States or the District of
Columbia,
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assumes by supplemental indenture all the obligations of Pacific Telesis under
the Indenture and the Subordinated Debt Securities and, immediately after
giving effect thereto, no Event of Default shall have occurred and be
continuing.
EVENTS OF DEFAULT
The Indenture provides, with respect to any series of Subordinated Debt
Securities outstanding thereunder, that any one or more of the following events
that has occurred and is continuing shall constitute an Event of Default: (i)
default in the payment of any interest upon or any Additional Amounts payable
in respect of any Subordinated Debt Security of that series, or of any coupon
appertaining thereto, when the same becomes due and payable if such default
continues for a period of 90 days, provided however that an extension of one or
more Interest Payment Dates in accordance with the terms of any Supplemental
Indenture shall not constitute a default in the payment of interest; (ii)
default in the payment of the principal of (or any premium, if any) on any
Subordinated Debt Security of that series when due at maturity with respect to
that series; provided, however, that, a valid extension of the maturity of the
Subordinated Debt Securities in accordance with the terms of any Supplemental
Indenture shall not constitute a default for this purpose; (iii) default in the
deposit of any sinking fund payment when and as due; (iv) default in the
performance or breach of any covenant or agreement of Pacific Telesis in the
Indenture with respect to any Subordinated Debt Security of that series (other
than a default or breach which would otherwise constitute an Event of Default
under the Indenture) and continuance of such default or breach for a period of
90 days after written notice to Pacific Telesis from the Trustee or to Pacific
Telesis and the Subordinated Debt Securities Trustee from the holders of at
least 25% in principal amount of the outstanding Subordinated Debt Securities
of that series; (v) certain events in bankruptcy, insolvency or reorganization
of Pacific Telesis; (vi) the voluntary or involuntary dissolution, winding-up
or termination of a Pacific Telesis Trust to which (or to a trustee of such
trust to which) Subordinated Debt Securities were issued in connection with the
issuance of Trust Securities by such Pacific Telesis Trust, except in
connection with the distribution of Subordinated Debt Securities to the holders
of Trust Securities in liquidation of such Pacific Telesis Trust, the
redemption of all of the Trust Securities of such Pacific Telesis Trust, or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such Pacific Telesis Trust; and (vii) any other Event of Default
provided with respect to Subordinated Debt Securities of that series. Pacific
Telesis is required to file annually with the Subordinated Debt Securities
Trustee an officer's certificate as to Pacific Telesis' compliance with all
conditions and covenants under the Indenture. The Indenture provides that the
Trustee may withhold notice to the Holders of Subordinated Debt Securities of
any default, except in the case of a default on the payment of the principal of
(or premium, if any) or interest on any Subordinated Debt Securities or the
payment of any sinking fund installment with respect to such Securities if it
considers it in the interest of the Holders of Subordinated Debt Securities to
do so.
If an Event of Default occurs and is continuing with respect to Subordinated
Debt Securities of a particular series, the Subordinated Debt Securities
Trustee or the Holders of not less than 25% in principal amount of Outstanding
(as defined in the Indenture) Subordinated Debt Securities of that series may
declare the Outstanding Subordinated Debt Securities of that series due and
payable immediately and upon any such declaration, such principal amount shall
become immediately due and payable.
Subject to the provisions relating to the duties of the Subordinated Debt
Securities Trustee, if an Event of Default with respect to Subordinated Debt
Securities of a particular series occurs and is continuing, the Subordinated
Debt Securities Trustee shall be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
Holders of Subordinated Debt Securities of such series, unless such Holders
shall have offered to the Subordinated Debt Securities Trustee reasonable
indemnity and security against the costs, expenses and liabilities that might
be incurred by it in compliance with such request. Subject to such provisions
for the indemnification of the Subordinated Debt Securities Trustee, the
Holders of a majority in principal amount of the Outstanding Subordinated Debt
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Subordinated
Debt Securities Trustee under the Indenture, or exercising any trust or power
conferred on the
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Subordinated Debt Securities Trustee with respect to the Subordinated Debt
Securities of that series. The Subordinated Debt Securities Trustee may refuse
to follow directions in conflict with law or the Indenture that may involve the
Subordinated Debt Securities Trustee in personal liability or that may be
unduly prejudicial to Holders not joining therein.
The Holders of not less than a majority in principal amount of the
Outstanding Subordinated Debt Securities of any series may, on behalf of the
Holders of all the Subordinated Debt Securities of such series and any related
coupons, waive any past Event of Default under the Indenture with respect to
such series and its consequences and annul any declaration that any
Subordinated Debt Securities are due and payable immediately, except a default
(i) in the payment of the principal of (or premium, if any) or interest on any
Subordinated Debt Security of such series or (ii) in respect of a covenant or
provision that cannot be modified or amended without the consent of the Holder
of each Outstanding Subordinated Debt Security of such series affected thereby.
MODIFICATION OR WAIVER
With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Subordinated Debt Securities of any series, the
Company and the Trustee may enter into supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating in any
manner any of the provisions of the Indenture which affect such series of
Subordinated Debt Securities or of modifying in any manner the rights of the
Holders of such series; provided that, no such supplemental indenture may,
without the consent of the Holder of each Outstanding Subordinated Debt
Security of such series, among other things, (i) change the Stated Maturity (as
defined in the Indenture) of the principal of or any installment of principal
of or interest on any Subordinated Debt Security of such series, (ii) reduce
the principal amount or the rate of interest on or any premium payable upon
redemption of any Subordinated Debt Security of such series, (iii) change any
obligation of Pacific Telesis to pay Additional Amounts in respect of any
Subordinated Debt Security of such series, (iv) reduce the amount of principal
of a Subordinated Debt Security of such series that is an Original Issue
Discount Security (as defined in the Indenture) and would be due and payable
upon a declaration of acceleration of the Maturity (as defined in the
Indenture) thereof or the amount thereof provable in bankruptcy, (v) adversely
affect any right of repayment at the option of the Holder of any Subordinated
Debt Security of such series, (vi) change the place or currency of payment of
principal of, or any premium or interest on, any Subordinated Debt Security of
such series, (vii) impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof or any Redemption Date
(as defined in the Indenture) or Repayment Date (as defined in the Indenture)
therefor, (viii) reduce the above-stated percentage of Holders of Outstanding
Subordinated Debt Securities of such series necessary to modify or amend the
Indenture or to consent to any waiver thereunder or reduce the requirements for
voting or quorum described below, (ix) change the time of payment or reduce the
amount of any minimum sinking fund payment or (x) modify the foregoing
requirements or reduce the percentage of Outstanding Subordinated Debt
Securities of such series necessary to waive any past default.
Modification and amendment of the Indenture or any supplemental indenture may
be made by Pacific Telesis and the applicable Trustee without the consent of
any Holder, for any of the following purposes: (i) to evidence the succession
of another Person to Pacific Telesis as obligor under the Indenture or
Supplemental Indenture; (ii) to add to the covenants of Pacific Telesis for the
benefit of the Holders of all or any series of Subordinated Debt Securities or
to surrender any right or power conferred upon Pacific Telesis; (iii) to add
Events of Default for the benefit of the Holders of all or any series of
Subordinated Debt Securities; (iv) to add or change any provisions of the
Indenture to facilitate the issuance of Bearer Securities; (v) to change or
eliminate any provisions of the Indenture, provided that any such change or
elimination shall become effective only when there are no Outstanding
Subordinated Debt Securities of any series created prior thereto that are
entitled to the benefit of such provision; (vi) to establish the form or terms
of Subordinated Debt Securities of any series; (vii) to provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under the Indenture by more than one Subordinated
Debt Securities Trustee;
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and (viii) to close the Indenture with respect to the authentication and
delivery of additional series of Subordinated Debt Securities, to cure any
ambiguity or inconsistency in the Indenture or Supplemental Indenture, provided
such action does not adversely affect the interest of Holders of Subordinated
Debt Securities of any series in any material respect.
The Indenture contains provisions for convening meetings of the Holders of
Subordinated Debt Securities of a series if Subordinated Debt Securities of
that series are issuable as Bearer Securities. A meeting may be called at any
time by the Subordinated Debt Securities Trustee and also by such Subordinated
Debt Securities Trustee pursuant to a request made to such Subordinated Debt
Securities Trustee by Pacific Telesis or the Holders of at least 10% in
principal amount of the Subordinated Debt Securities of such series
Outstanding, but in any case, notice shall be given as provided in the
Indenture. Except for any consent that must be given by the Holder of each
Subordinated Debt Security affected thereby, as described above, any resolution
presented at a meeting or adjourned meeting duly reconvened at which a quorum
is present may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Subordinated Debt Securities of that series
Outstanding; provided, however, that, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that may be made, given or taken by the Holders of a specified
percentage that is less than a majority in principal amount of Subordinated
Debt Securities of a series Outstanding may be adopted at a meeting or
adjourned meeting, duly reconvened and at which a quorum is present, by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Subordinated Debt Securities of that series Outstanding. Any
resolution passed or decision taken at any meeting of Holders of Subordinated
Debt Securities of any series duly held in accordance with the Indenture will
be binding on all Holders of Subordinated Debt Securities of that series and
the related coupons. The quorum at any meeting called to adopt a resolution,
and at any reconvened meeting, will consist of persons entitled to vote a
majority in principal amount of the Subordinated Debt Securities of a series
Outstanding; provided, however, that, if any action is to be taken at such
meeting with respect to a consent or waiver that may be given by the Holders of
not less than a specified percentage in principal amount of the Subordinated
Debt Securities of a series Outstanding, the Persons entitled to vote such
specified percentage in principal amount of the Subordinated Debt Securities of
such series Outstanding will constitute a quorum. Notwithstanding the foregoing
provisions, if any action is to be taken at a meeting of Holders of
Subordinated Debt Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that the
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of all Outstanding Subordinated Debt
Securities affected thereby, or of the Holders of such series and one or more
additional series, then (i) there shall be no minimum quorum requirement for
such meeting, and (ii) the principal amount of the Outstanding Subordinated
Debt Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be
taken into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or
taken under the Indenture.
GOVERNING LAW
The Subordinated Debt Securities Indenture and the Subordinated Debt
Securities will be governed by, and construed in accordance with, the internal
laws of the State of California.
INFORMATION CONCERNING THE SUBORDINATED DEBT SECURITIES TRUSTEE
The Subordinated Debt Securities Trustee, prior to default, undertakes to
perform only such duties as are specifically set forth in the Indenture and,
after default, shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Subject to such
provision, the Subordinated Debt Securities Trustee is under no obligation to
exercise any of the powers vested in it by the Indenture at the request of any
Holder of Subordinated Debt Securities, unless offered reasonable indemnity by
such Holder against the costs, expenses and liabilities that might be incurred
thereby. The Subordinated Debt Securities Trustee is not required to expend or
risk its own funds or otherwise incur personal financial liability
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in the performance of its duties if the Subordinated Debt Securities Trustee
reasonably believes that repayment or adequate indemnity is not reasonably
assured to it.
DEFEASANCE AND DISCHARGE
All liability of Pacific Telesis in respect to any Outstanding Subordinated
Debt Securities shall cease, terminate and be completely discharged if Pacific
Telesis shall (a) irrevocably deposit with the Subordinated Debt Securities
Trustee, in trust, at or before maturity, lawful money or direct obligations of
the United States (or in the case of Subordinated Debt Securities denominated
in a currency other than U.S. Dollars, of the government that issued such
currency), or obligations the principal of and interest on which are guaranteed
by the United States (or in the case of Subordinated Debt Securities
denominated in a currency other than U.S. Dollars, guaranteed by the government
that issued such currency), in such amounts and maturing at such times that the
proceeds of such obligations to be received upon the respective maturities and
interest payment dates will provide funds sufficient to pay the principal of
and interest and any premium to Maturity or the Redemption Date, as the case
may be, with respect to such Subordinated Debt Securities and (b) deliver to
the Subordinated Debt Securities Trustee an opinion of counsel to the effect
that the Holders of such Subordinated Debt Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
discharge. All obligations of Pacific Telesis to comply with certain covenants
applicable to any Outstanding Subordinated Debt Securities shall cease if
Pacific Telesis shall deposit with the Subordinated Debt Securities Trustee in
trust, at or before maturity, lawful money or direct obligations of the United
States (or in the case of Subordinated Debt Securities denominated in a
currency other than U.S. Dollars, of the government that issued such currency),
or obligations the principal of and interest on which are guaranteed by the
United States (or in the case of Subordinated Debt Securities denominated in a
currency other than U.S. Dollars, by the government that issued such currency),
in such amounts and maturing at such times that the proceeds of such
obligations to be received upon the respective maturities and interest payment
dates will provide funds sufficient to pay the principal of and interest and
any premium to Maturity or to the Redemption Date, as the case may be, with
respect to such Subordinated Debt Securities.
MISCELLANEOUS
Pacific Telesis will have the right at all times to assign any of its
respective rights or obligations under the Subordinated Debt Securities
Indenture to a direct or indirect wholly-owned subsidiary of Pacific Telesis;
provided, that, in the event of any such assignment, Pacific Telesis will
remain liable for all of their respective obligations. Subject to the
foregoing, the Subordinated Debt Securities Indenture will be binding upon and
inure to the benefit of the parties thereto and their respective successors and
assigns. The Subordinated Debt Securities Indenture provides that it may not
otherwise be assigned by the parties thereto.
PROPOSED TAX LAW CHANGES
On December 7, 1995, the U.S. Treasury Department proposed a series of tax
law changes that would, among other things, prevent companies from deducting
interest on debt instruments with a maturity of more than 40 years and on
instruments with a maximum term of more than 20 years which are not shown as
indebtedness on the consolidated balance sheet of the issuer. Either of these
proposals, if enacted, would prevent the deductibility by Pacific Telesis of
interest paid on the Subordinated Debt Securities if the terms of such
Subordinated Debt Securities are established within the scope of these
proposals. On December 19, 1995 the Treasury Department stated that, based upon
input it had received to date, it would recommend to Congress that transitional
relief from the proposed changes be granted for financial instruments that are
issued pursuant to a registration statement that was filed with the Securities
and Exchange Commission on or before December 7, 1995. In the case of a "shelf"
registration statement (which registers securities for an offering to be made
on a continuous or delayed basis in the future), transitional relief would be
recommended if the issuer had filed a prospectus supplement (including a
preliminary prospectus supplement) to the registration statement on or before
December 7, 1995. Financial instruments would be eligible for this transitional
relief only to the extent of the aggregate amount of such instruments described
in the registration
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statement (or prospectus supplement or preliminary prospectus supplement) as of
December 7, 1995. Of the $1,000,000,000 in Offered Securities registered under
the Registration Statement, $500,000,000 of Offered Securities will be issued
pursuant to a Prospectus Supplement that is eligible for this transitional
relief. Pacific Telesis cannot predict whether the proposed tax law changes
will become law, but will describe the effect of any proposed or enacted tax
law changes arising after the date of this Prospectus in the Prospectus
Supplement relating to any securities offered thereby. The December 7, 1995
proposed tax law changes would not alter the United States federal income tax
consequences of the purchase, ownership and disposition of Subordinated Debt
Securities or Preferred Securities.
DESCRIPTION OF THE PACIFIC TELESIS TRUSTS' PREFERRED SECURITIES
Each Pacific Telesis Trust may issue, from time to time, only one series of
Preferred Securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of each Pacific Telesis Trust authorizes the
Regular Trustees of such Pacific Telesis Trust to issue on behalf of such
Pacific Telesis Trust one series of Preferred Securities. The Declaration will
be qualified as an indenture under the Trust Indenture Act. The Preferred
Securities will have such terms, including distributions, redemption, voting,
liquidation rights and such other preferred, deferral or other special rights
or such restrictions as shall be set forth in the Declaration or made part of
the Declaration by the Trust Indenture Act. Reference is made to any Prospectus
Supplement relating to the Preferred Securities of a Pacific Telesis Trust for
specific terms, including (i) the distinctive designation of such Preferred
Securities, (ii) the number of Preferred Securities issued by such Pacific
Telesis Trust, (iii) the annual distribution rate (or method of determining
such rate) for Preferred Securities issued by such Pacific Telesis Trust and
the date or dates upon which such distributions shall be payable (provided,
however, that, distributions on such Preferred Securities shall be payable on a
quarterly basis to holders of such Preferred Securities as of a record date in
each quarter during which such Preferred Securities are outstanding), (iv)
whether distributions on Preferred Securities issued by such Pacific Telesis
Trust shall be cumulative, and, in the case of Preferred Securities having such
cumulative distribution rights, the date or dates or method of determining the
date or dates from which distributions on Preferred Securities issued by such
Pacific Telesis Trust shall be cumulative, (v) the amount or amounts which
shall be paid out of the assets of such Pacific Telesis Trust to the holders of
Preferred Securities of such Pacific Telesis Trust upon voluntary or
involuntary dissolution, winding-up or termination of such Pacific Telesis
Trust, (vi) the obligation, if any, of such Pacific Telesis Trust to purchase
or redeem Preferred Securities issued by such Pacific Telesis Trust and the
price or prices at which, the period or periods within which and the terms and
conditions upon which Preferred Securities issued by such Pacific Telesis Trust
shall be purchased or redeemed, in whole or in part, pursuant to such
obligation, (vii) the voting rights, if any, of Preferred Securities issued by
such Pacific Telesis Trust in addition to those required by law, including the
number of votes per Preferred Security and any requirement for the approval by
the holders of Preferred Securities, or of Preferred Securities issued by one
or more Pacific Telesis Trusts, or of both, as a condition to specified action
or amendments to the Declaration of such Pacific Telesis Trust, (viii) the
rights, if any, to defer distributions on the Preferred Securities by extending
the interest payment period, (ix) the terms of any guarantee, if any, issued
with respect the Preferred Securities, (x) whether such Preferred Securities
shall be issued as one or more Global Securities (as defined in the
Declaration), and if so, the identity of the depository for such Global
Security or Securities, (xi) if not issued as one or more Global Securities,
the denominations in which the Preferred Securities shall be issuable, (xii)
the events of default under the Declaration and any deletions from,
modifications of or additions to the events of default or covenants of such
Pacific Telesis Trust with respect to the Preferred Securities, whether or not
such events of default or covenants are consistent with the terms of the
Preferred Securities, (xiii) any restrictions on any distributions by such
Pacific Telesis Trust under the Declaration, (xiv) the ability of such Pacific
Telesis Trust to incur additional indebtedness or issue additional securities,
(xv) if other than the Property Trustee, the person or persons who shall be
registrar for the Preferred Securities, (xvi) the identity of the Property
Trustee, (xvii) any covenants of such Pacific Telesis Trust with respect the
Preferred Securities, and (xviii) any other relevant rights, preferences,
privileges, limitations or restrictions of Preferred Securities issued by such
Pacific Telesis Trust consistent with the Declaration of such Pacific Telesis
Trust or with applicable law. All Preferred Securities offered
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hereby will be guaranteed by Pacific Telesis to the extent set forth below
under "Description of the Guarantees." Certain United States federal income tax
considerations applicable to any offering of Preferred Securities will be
described in the Prospectus Supplement relating thereto.
In connection with the issuance of Preferred Securities, each Pacific Telesis
Trust will issue one series of Common Securities. The Declaration of each
Pacific Telesis Trust authorizes the Regular Trustees of such trust to issue on
behalf of such Pacific Telesis Trust one series of Common Securities having
such terms including distributions, redemption, voting, liquidation rights or
such restrictions as shall be set forth therein. The terms of the Common
Securities issued by a Pacific Telesis Trust will be substantially identical to
the terms of the Preferred Securities issued by such Pacific Telesis Trust and
the Common Securities will rank pari passu with, and payments will be made
thereon pro rata with, the Preferred Securities except that, upon an event of
default under the Declaration, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the Preferred Securities. Except in certain limited circumstances,
the Common Securities will also carry the right to vote and to appoint, remove
or replace any of the Pacific Telesis Trustees of a Pacific Telesis Trust. All
of the Common Securities of a Pacific Telesis Trust will be directly or
indirectly owned by Pacific Telesis.
DESCRIPTION OF THE GUARANTEES
Set forth below is a summary of information concerning the Guarantees that
will be executed and delivered by Pacific Telesis for the benefit of the
holders, from time to time, of Preferred Securities. Each Guarantee will be
qualified as an indenture under the Trust Indenture Act. The First National
Bank of Chicago will act as indenture trustee under each Guarantee (the
"Guarantee Trustee"). The terms of each Guarantee will be those set forth in
such Guarantee and those made part of such Guarantee by the Trust Indenture
Act. The summary does not purport to be complete and is subject in all respects
to the provisions of, and is qualified in its entirety by reference to, the
form of Guarantee, which is filed as an exhibit to the Registration Statement
of which this Prospectus forms a part, and the Trust Indenture Act. Each
Guarantee will be held by the Guarantee Trustee for the benefit of the holders
of the Preferred Securities of the applicable Pacific Telesis Trust.
GENERAL
Pursuant to each Guarantee, Pacific Telesis will irrevocably and
unconditionally agree, to the extent set forth herein, to pay in full to the
holders of the Preferred Securities issued by a Pacific Telesis Trust, the
Guarantee Payments (as defined herein) (except to the extent paid by such
Pacific Telesis Trust), as and when due, regardless of any defense, right of
set-off or counterclaim which such Pacific Telesis Trust may have or assert.
The following payments with respect to Preferred Securities issued by a Pacific
Telesis Trust (the "Guarantee Payments"), to the extent not paid by such
Pacific Telesis Trust, will be subject to the Guarantee (without duplication):
(i) any accrued and unpaid distributions that are required to be paid on such
Preferred Securities, but only if and to the extent that such Trust has funds
available therefor, (ii) the redemption price, including all accrued and unpaid
distributions (the "Redemption Price") with respect to any Preferred Securities
called for redemption by the Pacific Telesis Trust, but only if and to the
extent that such Trust has funds available therefor, and (iii) upon a voluntary
or involuntary dissolution, winding-up or termination of such Pacific Telesis
Trust (other than in connection with the distribution of Subordinated Debt
Securities to the holders of Preferred Securities or the redemption of all of
the Preferred Securities upon maturity or redemption of the Subordinated Debt
Securities held by such Pacific Telesis Trust) the lesser of (a) the aggregate
of the liquidation amount and all accrued and unpaid distributions on such
Preferred Securities to the date of payment to the extent such Pacific Telesis
Trust has funds available therefor or (b) the amount of assets of such Pacific
Telesis Trust remaining available for distribution to holders of such Preferred
Securities in liquidation of such Pacific Telesis Trust. Pacific Telesis'
obligation to make a Guarantee Payment may be satisfied by direct payment of
the required amounts by Pacific Telesis to the holders of Preferred Securities
or by causing the applicable Pacific Telesis Trust to pay such amounts to such
holders.
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Each Guarantee will be a full and unconditional guarantee, to the extent
described herein, with respect to the Preferred Securities issued by the
applicable Pacific Telesis Trust from the time of issuance of such Preferred
Securities but will only apply to any payment of distributions on the Preferred
Securities if and to the extent that such Trust shall have funds available
therefor. If Pacific Telesis does not make interest payments on the
Subordinated Debt Securities purchased by a Pacific Telesis Trust, such Pacific
Telesis Trust will not pay distributions on the Preferred Securities issued by
such Pacific Telesis Trust and will not have funds available therefor. See
"Description of the Subordinated Debt Securities."
Pacific Telesis has also agreed to irrevocably and unconditionally guarantee
the obligations of the Pacific Telesis Trusts with respect to the Common
Securities (the "Common Securities Guarantees") to the same extent as the
Guarantees, except that, upon an event of default under the Indenture, holders
of Preferred Securities under the Guarantees shall have priority over holders
of Common Securities under the Common Securities Guarantees with respect to
distributions and payments on liquidation, redemption or otherwise.
CERTAIN COVENANTS OF PACIFIC TELESIS
In each Guarantee, Pacific Telesis will covenant that, so long as any
Preferred Securities issued by the applicable Pacific Telesis Trust remain
outstanding, if there shall have occurred any event that would constitute an
event of default under such Guarantee or the Declaration of such Pacific
Telesis Trust or if Pacific Telesis shall have given notice of its election to
extend the interest payment period on the Subordinated Debt Securities as
provided in the Indenture, then (a) Pacific Telesis shall not declare or pay
any dividend on, or make any distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock, (b) Pacific Telesis shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued
by Pacific Telesis which rank pari passu with or junior to such Guarantee and
(c) Pacific Telesis shall not make any guarantee payments with respect to the
foregoing (other than with respect to the Guarantees). However, each Guarantee
will except from the foregoing any stock dividends paid by Pacific Telesis
where the dividend stock is the same stock as that on which the dividend is
being paid.
MODIFICATION OF THE GUARANTEES; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights of
holders of Preferred Securities (in which case no vote will be required), each
Guarantee may be amended only with the prior approval of the holders of not
less than 66 2/3% in liquidation amount of the outstanding Preferred Securities
issued by the applicable Pacific Telesis Trust. The manner of obtaining any
such approval of holders of such Preferred Securities will be set forth in an
accompanying Prospectus Supplement. All guarantees and agreements contained in
a Guarantee shall bind the successors, assignees, receivers, trustees and
representatives of Pacific Telesis and shall inure to the benefit of the
holders of the Preferred Securities of the applicable Pacific Telesis Trust
then outstanding.
EVENTS OF DEFAULT
An event of default under the Guarantee will occur upon the failure of
Pacific Telesis to make or perform any of its payments or other obligations
thereunder. The holders of a majority in liquidation amount of the Preferred
Securities to which a Guarantee relates have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee, to waive certain defaults
thereunder or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under the Guarantee.
Any holder of Preferred Securities shall have the right, which is absolute
and unconditional, to receive the Guarantee Payments and to institute suit
directly against Pacific Telesis for the enforcement of such payments and such
rights shall not be impaired without the consent of such holder. If with
respect to other than the Guarantee Payments, the Guarantee Trustee fails to
enforce such Guarantee, any holder of the
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Preferred Securities relating to such Guarantee may institute a legal
proceeding directly against Pacific Telesis to enforce the Guarantee Trustee's
rights under such Guarantee without first instituting a legal proceeding
against the relevant Pacific Telesis Trust, the Guarantee Trustee or any other
person or entity.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, prior to the occurrence of a default, undertakes to
perform only such duties as are specifically set forth in the Guarantee and,
after default with respect to a Guarantee, shall exercise the same degree of
care as a prudent individual would exercise in the conduct of his or her own
affairs. Subject to such provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by a Guarantee Agreement
at the request of any holder of Preferred Securities unless it is offered
reasonable indemnity against the costs, expenses and liabilities that might be
incurred thereby.
TERMINATION OF THE GUARANTEES
Each Guarantee will terminate as to the Preferred Securities issued by the
applicable Pacific Telesis Trust upon the earlier of (a) full payment of the
Redemption Price of all Preferred Securities of such Pacific Telesis Trust, (b)
distribution of the Subordinated Debt Securities held by such Pacific Telesis
Trust to the holders of the Preferred Securities of such Pacific Telesis Trust
or (c) upon full payment of the amounts payable in accordance with the
Declaration of such Pacific Telesis Trust upon liquidation of such Pacific
Telesis Trust. Each Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of Preferred
Securities issued by the applicable Pacific Telesis Trust must restore payment
of any sums paid under such Preferred Securities or such Guarantee.
STATUS OF THE GUARANTEES
Each Guarantee will constitute an unsecured obligation of Pacific Telesis and
will rank (i) subordinate and junior in right of payment to all other
liabilities of Pacific Telesis including the Subordinated Debt Securities, (ii)
pari passu with the most senior preferred or preference stock now or hereafter
issued by Pacific Telesis and with any guarantee now or hereafter entered into
by Pacific Telesis in respect of any preferred or preference stock of any
affiliate of Pacific Telesis and (iii) senior to Pacific Telesis' common stock.
The terms of the Preferred Securities provide that each holder of Preferred
Securities issued by such Pacific Telesis Trust by acceptance thereof agrees to
the subordination provisions and other terms of the applicable Guarantee.
Each Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly
against the guarantor to enforce its rights under a Guarantee without
instituting a legal proceeding against any other person or entity).
Each Guarantee will be deposited with the Guarantee Trustee and held for the
benefit of the holders of the Preferred Securities. Except as otherwise noted
herein, the Guarantee Trustee has the right to enforce the Guarantees on behalf
of the holders of the Preferred Securities. The Guarantees will not be
discharged except by payment of the Guarantee Payments in full (without
duplication of any amounts theretofore paid by the Trusts).
The Company's obligations under the Declaration for each Trust, the Guarantee
issued with respect to Preferred Securities issued by that Trust, the
Subordinated Debt Securities purchased by that Trust and the related Indenture
in the aggregate will provide a full and unconditional guarantee by the Company
of payments due on the Preferred Securities issued by that Trust.
GOVERNING LAW
The Guarantees will be governed by and construed in accordance with the
internal laws of the State of California.
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PLAN OF DISTRIBUTION
Pacific Telesis may sell any series of the Subordinated Debt Securities and
the Pacific Telesis Trusts may sell the Preferred Securities in one or more of
the following ways from time to time: (i) to or through underwriters or
dealers, (ii) directly to purchasers or (iii) through agents. The Prospectus
Supplement with respect to any Offered Securities will set forth (i) the terms
of the offering of the Offered Securities, including the name or names of any
underwriters, dealers or agents, (ii) the purchase price of the Offered
Securities and the proceeds to Pacific Telesis or the applicable Pacific
Telesis Trust as the case may be from such sale, (iii) any underwriting
discounts and commissions or agency fees and other items constituting
underwriters' or agents' compensation, (iv) any initial public offering prices,
(v) any discounts or concessions allowed or reallowed or paid to dealers, and
(vi) any securities exchange on which such Offered Securities may be listed.
Any initial public offering price, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will
be set forth on the cover of such Prospectus Supplement. Unless otherwise set
forth in the Prospectus Supplement relating thereto, the obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
the Offered Securities if any are purchased. If dealers are utilized in the
sale of Offered Securities, Pacific Telesis and/or the applicable Pacific
Telesis Trust will sell such Offered Securities to the dealers as principals.
The dealers may then resell such Offered Securities to the public at varying
prices to be determined by such dealers at the time of resale. The names of the
dealers and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
Any series of Subordinated Debt Securities may be sold from time to time
either directly by Pacific Telesis or through agents designated by Pacific
Telesis. Any series of Preferred Securities may be sold from time to time
either directly by the applicable Pacific Telesis Trust or by agents designated
by such trust. Any agent involved in the offer or sale of the Offered
Securities in respect to which this Prospectus is delivered will be named, and
any commissions payable by Pacific Telesis and/or the applicable Pacific
Telesis Trust to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the period of its
appointment.
The Subordinated Debt Securities may be sold directly by Pacific Telesis and
the Preferred Securities may be sold directly by the applicable Pacific Telesis
Trust to institutional investors or others who may be deemed to be underwriters
within the meaning of the Securities Act with respect to any resale thereof.
The terms of any such sales will be described in the Prospectus Supplement
relating thereto.
Agents, dealers and underwriters may be entitled under agreements with
Pacific Telesis and/or the applicable Pacific Telesis Trust to indemnification
by Pacific Telesis and/or such Pacific Telesis Trust against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for Pacific
Telesis and/or the applicable Pacific Telesis Trust in the ordinary course of
business.
Each series of Offered Securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom Offered Securities
are sold for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any
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market making at any time without notice. The Offered Securities may or may not
be listed on a national securities exchange. No assurance can be given that
there will be a market for the Offered Securities.
VALIDITY OF SECURITIES
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Pacific Telesis Trusts by
Skadden, Arps, Slate, Meagher & Flom, special Delaware counsel to the Pacific
Telesis Trusts. The validity of the Subordinated Debt Securities and the
Guarantee and certain matters relating thereto will be passed upon for Pacific
Telesis by Richard W. Odgers--Executive Vice President, General Counsel and
Secretary of Pacific Telesis. Certain United States federal income taxation
matters will be passed upon for Pacific Telesis and the Pacific Telesis Trusts
by Phillip J. Lauro, Executive Director of Taxes of Pacific Telesis. As of
November 30, 1995, Mr. Odgers beneficially owned or had an interest in
approximately 2,182 shares of Pacific Telesis common stock and had been granted
options under the Pacific Telesis Group 1994 Stock Incentive Plan or its
predecessor with respect to 70,000 shares of Pacific Telesis common stock. As
of November 30, 1995, Mr. Lauro beneficially owned or had an interest in
approximately 1,525 shares of Pacific Telesis common stock and had been granted
options under the Pacific Telesis Group 1994 Stock Incentive Plan or its
predecessor with respect to 10,400 shares of Pacific Telesis common stock. As
of October 30, 1995, members and counsel of Skadden, Arps, Slate, Meagher &
Flom beneficially owned approximately 2,000 shares of Pacific Telesis common
stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated balance sheets as of December 31, 1994 and 1993, and the
consolidated statements of income, retained earnings, and cash flows for each
of the three years in the period ended December 31, 1994, and the financial
statement schedule included in Pacific Telesis Group's Annual Report on Form
10-K for the year ended December 31, 1994, incorporated by reference in this
Prospectus, have been included 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. With respect to the unaudited interim
financial information for the periods ended March 31, 1995 and 1994, June 30,
1995 and 1994, and September 30, 1995 and 1994 incorporated by reference in
this prospectus, the independent certified public accountants have reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate reports
included in the Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995 incorporated by reference
herein, state that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on
their reports on such information should be restricted in light of the limited
nature of the review procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim financial information because those reports
are not a "report" or a "part" of the Registration Statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Act.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNEC-
TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY PACIFIC TELESIS GROUP, PACIFIC TELESIS FINANCING I,
OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUM-
STANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
PACIFIC TELESIS GROUP OR PACIFIC TELESIS FINANCING I, SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SO-
LICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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Pacific Telesis Group--Summary Financial Data............................ S-4
Pacific Telesis Group.................................................... S-5
Pacific Telesis Financing I.............................................. S-6
Risk Factors............................................................. S-7
Ratio of Earnings to Fixed Charges....................................... S-10
Capitalization of Pacific Telesis Group.................................. S-11
Use of Proceeds.......................................................... S-11
Description of the Preferred Securities.................................. S-12
Description of the Subordinated Debentures............................... S-24
Effect of Obligations Under the Subordinated Debentures and the
Guarantee............................................................... S-29
United States Federal Income Taxation.................................... S-30
Underwriting............................................................. S-33
Legal Matters............................................................ S-35
PROSPECTUS
Available Information.................................................... 3
Incorporation of Certain Documents by Reference.......................... 3
Pacific Telesis Group.................................................... 4
The Pacific Telesis Financing Trusts..................................... 4
Use of Proceeds.......................................................... 5
Ratio of Earnings to Fixed Charges....................................... 6
Description of the Subordinated Debt Securities.......................... 6
Description of the Pacific Telesis Trusts' Preferred Securities.......... 15
Description of the Guarantees............................................ 16
Plan of Distribution..................................................... 19
Validity of Securities................................................... 20
Independent Public Accountants........................................... 20
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20,000,000
PREFERRED SECURITIES
[LOGO OF PACIFIC TELESIS GROUP APPEARS HERE]
PACIFIC TELESIS FINANCING I
7.56% TRUST ORIGINATED
PREFERRED SECURITIES ("TOPRS")
GUARANTEED TO THE EXTENT SET
FORTH HEREIN BY
PACIFIC TELESIS GROUP
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC
SMITH BARNEY INC.
JANUARY 4, 1996
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[LOGO OF RECYCLED PAPER APPEARS HERE]
