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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PACIFIC TELESIS FINANCING II
(Exact name of Registrant as specified in its charter)
Delaware 94-6688510
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
130 Kearny Street, San Francisco, California 94108
(Address and Zip Code of principal executive offices)
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PACIFIC TELESIS GROUP
(Exact name of Registrant as specified in its charter)
Nevada 94-2919931
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
130 Kearny Street, San Francisco, California 94108
(Address and Zip Code of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Trust Originated Preferred New York Stock Exchange
Securities (liquidation amount
$25 per Preferred Security) of
Pacific Telesis Financing II
Guarantee for the benefit of New York Stock Exchange
holders of Trust Originated
Preferred Securities of Pacific
Telesis Group
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
For a full description of the Trust Originated Preferred Securities (the
"Preferred Securities") of Pacific Telesis Financing II (the "Trust") and the
guarantee of Pacific Telesis Group ("PTG") being registered hereby, reference
is made to (i) the information contained under the captions "Description of
the Pacific Telesis Trusts' Preferred Securities" and "Description of the
Guarantees" in the Prospectus, dated January 3, 1996, (the "Prospectus") which
forms part of the Registration Statement on Form S-3 (No. 33-63647) filed by
PTG, the Trust, Pacific Telesis Financing I and Pacific Telesis Financing III
with the Securities and Exchange Commission on October 24, 1995, as amended
(the "Registration Statement"), and (ii) the information contained under the
captions "Description of the Preferred Securities" and "Effect of Obligations
under the Subordinated Debentures and the Guarantee" in the Preliminary
Prospectus Supplement, dated June 5, 1996, to the Prospectus, and such
descriptions are incorporated herein by reference. Any form of prospectus or
prospectus supplement that includes such description that is subsequently
filed by the registrants as part of an amendment to the Registration Statement
or otherwise pursuant to Rule 424(b) under the Securities Act, is hereby
incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
- - ------- -----------
4-A Certificate of Trust of the Trust. Filed as Exhibit 4-B to the
Registration Statement and incorporated herein by reference.*
4-B Declaration of Trust of the Trust. Filed as Exhibit 4-E-1 to the
Registration Statement and incorporated herein by reference.*
4-C Form of Amended and Restated Declaration of Trust of the Trust.
Filed as Exhibit 4-E-2 of the Registration Statement and
incorporated herein by reference.*
4-C-2 Form of First Amendment to Amended and Restated Declaration of Trust
of the Trust. Filed as Exhibit 4-E-3 to Form 8-K of PTG (File
No. 1-8609), date of report June 10, 1996, and incorporated herein
by reference.*
4-D Form of Debt Securities Indenture between PTG and The First National
Bank of Chicago, as Trustee. Filed as Exhibit 4-G to the
Registration Statement and incorporated herein by reference.*
4-E Form of Supplemental Indenture to Indenture to be used in connection
with the issuance of Subordinated Debt Securities and Preferred
Securities. Filed as Exhibit 4-H to the Registration Statement and
incorporated herein by reference.*
4-E-2 Form of First Amendment to Supplemental Indenture to Indenture.
Filed as Exhibit 4-H-2 to Form 8-K of PTG (File No. 1-8609), date of
report June 10, 1996, and incorporated herein by reference.*
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ITEM 2. EXHIBITS. (CONTINUED)
Exhibit
Number Description
- - ------- -----------
4-F Form of Preferred Security. Filed as Exhibit 4-I to the
Registration Statement and incorporated herein by reference.*
4-G Form of Subordinated Debt Security. Filed as Exhibit 4-J to the
Registration Statement and incorporated herein by reference.*
4-H Form of Guarantee with respect to Preferred Securities. Filed as
Exhibit 4-K to the Registration Statement and incorporated herein by
reference.*
4-H-2 Form of First Amendment to Preferred Securities Guarantee Agreement.
Filed as Exhibit 4-K-2 to Form 8-K of PTG (File No. 1-8609), date of
report June 10, 1996, and incorporated herein by reference.*
99-A Registration Statement.*
99-B Preliminary Prospectus Supplement.*
* Pursuant to Instructions as to Exhibits for Form 8-A, these exhibits are
attached to this registration statement as filed with the New York Stock
Exchange but are not attached to this registration statement as filed with
the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, hereunto duly authorized.
Date: June 10, 1996 Pacific Telesis Financing II
By: Pacific Telesis Group, as Sponsor
By: /s/ William E. Downing
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Name: William E. Downing
Title: Executive Vice President,
Chief Financial Officer &
Treasurer
Pacific Telesis Group
By: /s/ William E. Downing
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Name: William E. Downing
Title: Executive Vice President,
Chief Financial Officer &
Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
- - ------- -----------
4-A Certificate of Trust of the Trust. Filed as Exhibit 4-B to the
Registration Statement and incorporated herein by reference.*
4-B Declaration of Trust of the Trust. Filed as Exhibit 4-E-1 to the
Registration Statement and incorporated herein by reference.*
4-C Form of Amended and Restated Declaration of Trust of the Trust.
Filed as Exhibit 4-E-2 of the Registration Statement and
incorporated herein by reference.*
4-C-2 Form of First Amendment to Amended and Restated Declaration of Trust
of the Trust. Filed as Exhibit 4-E-3 to Form 8-K of PTG (File
No. 1-8609), date of report June 10, 1996, and incorporated herein
by reference.*
4-D Form of Debt Securities Indenture between PTG and The First National
Bank of Chicago, as Trustee. Filed as Exhibit 4-G to the
Registration Statement and incorporated herein by reference.*
4-E Form of Supplemental Indenture to Indenture to be used in connection
with the issuance of Subordinated Debt Securities and Preferred
Securities. Filed as Exhibit 4-H to the Registration Statement and
incorporated herein by reference.*
4-E-2 Form of First Amendment to Supplemental Indenture to Indenture.
Filed as Exhibit 4-H-2 to Form 8-K of PTG (File No. 1-8609), date of
report June 10, 1996, and incorporated herein by reference.*
4-F Form of Preferred Security. Filed as Exhibit 4-I to the
Registration Statement and incorporated herein by reference.*
4-G Form of Subordinated Debt Security. Filed as Exhibit 4-J to the
Registration Statement and incorporated herein by reference.*
4-H Form of Guarantee with respect to Preferred Securities. Filed as
Exhibit 4-K to the Registration Statement and incorporated herein by
reference.*
4-H-2 Form of First Amendment to Preferred Securities Guarantee Agreement.
Filed as Exhibit 4-K-2 to Form 8-K of PTG (File No. 1-8609), date of
report June 10, 1996, and incorporated herein by reference.*
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EXHIBIT INDEX
(CONTINUED)
Exhibit
Number Description
- - ------- -----------
99-A Registration Statement.*
99-B Preliminary Prospectus Supplement.*
* Pursuant to Instructions as to Exhibits for Form 8-A, these exhibits are
attached to this registration statement as filed with the New York Stock
Exchange but are not attached to this registration statement as filed with
the Securities and Exchange Commission.
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