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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
FORM 8-A/A
____________________
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PACIFIC TELESIS GROUP
(Exact name of registrant as specified
in its charter)
Nevada 94-2919931
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
130 Kearny Street, San Francisco, CA 94108
(Address of principal executive offices) (Zip Code)
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
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Chicago Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
--------------------------------
(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On April 1, 1996, Registrant amended its Rights Agreement (the "Rights
Agreement") dated as of September 22, 1989 between Registrant and American
Transtech Inc, as Rights Agent, by executing an amendment with The First
National Bank of Boston, as successor Rights Agent, relating to Registrant's
Agreement and Plan of Merger with SBC Communications Inc.
Item 2. Exhibits.
Exhibit
Number Description
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4 Amendment dated as of April 1, 1996 between Registrant and The
First National Bank of Boston, as Rights Agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Registrant has duly caused this Amendment to Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
PACIFIC TELESIS GROUP
By: /s/ W. E. Downing
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W. E. Downing
Title: Executive Vice President,
Chief Financial Officer,
& Treasurer
Date: May 17, 1996
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4 Amendment dated as of April 1, 1996 between Registrant and The
First National Bank of Boston, as Rights Agent.
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EXHIBIT 4
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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 1, 1996, to the Rights Agreement, dated as of
September 22, 1989 (the "Rights Agreement"), between Pacific Telesis Group, a
Nevada corporation (the "Company"), and The First National Bank of Boston, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time prior to the Distribution Date (as defined therein)
supplement or amend the Rights Agreement in accordance with the provisions of
Section 27 thereof; and
WHEREAS, it is proposed that the Company enter into an Agreement and Plan
of Merger (as it may be amended or supplemented from time to time, the "Merger
Agreement"), among the Company, SBC Communications Inc. ("SBC") and SBC
Communications (NV) Inc., a Nevada corporation ("Merger Sub") and
WHEREAS, the Board of Directors of the Company has determined that the
Merger and the other transactions contemplated by the Merger Agreement are
fair to and in the best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Company and its stockholders to amend the Rights Agreement to
exempt the Merger Agreement and the transactions contemplated thereby from the
application of the Rights Agreement.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the Rights
Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
"Neither SBC Communications, Inc., a Delaware corporation ("SBC"),
SBC Communications (NV) Inc., a Nevada corporation and a wholly-
owned subsidiary of Parent ("Merger Sub"), nor any of their
respective Subsidiaries, shall be deemed to be an Acquiring Person
with respect to and to the extent that shares of Common Stock are
acquired by such entities or their Affiliates or Subsidiaries in
connection with the transactions contemplated by the Agreement and
Plan of Merger (as it may be amended or supplemented from time to
time, the "Merger Agreement") entered into as of April 1, 1996,
among the Company, SBC and Merger Sub."
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2. Section 1(b) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
"Neither SBC, nor Merger Sub nor any of their respective
Subsidiaries, shall be deemed to be an Adverse Person with
respect to and to the extent that shares of Common Stock are
acquired by such entities or their Affiliates or Subsidiaries
in connection with the transactions contemplated by the Merger
Agreement."
3. Section 30 of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:
"Nothing in this Agreement shall be construed to create or
cause a Distribution Date or Stock Acquisition Date or give
any holder of Rights or any other Person any legal or
equitable rights, remedy or claim under this Agreement in
connection with the Merger Agreement or any transactions
contemplated by the Merger Agreement."
4. Sections 24(a)(i), (a)(ii) and (b) are hereby amended by deleting each
subsection in its entirety and substituting therefor the following:
"24. Termination and Exchange.
(a)(i) The Board of Directors of the Company may, at its option,
at any time prior to the earlier of (x) the Stock Acquisition Date or
such time as any Person may become an Adverse Person or (y) 5 p.m.,
San Francisco time, on the Final Expiration Date, terminate the Rights
without any payment to any holder thereof.
(ii) In addition, and notwithstanding the provisions of Section
24(a)(i), the Board of Directors of the Company may terminate the
Rights without any payment to any holder thereof following the Stock
Acquisition Date or such time as any Person may become an Adverse
Person but prior to any event described in Section 13(a) either (x) in
connection with any event specified in Section 13(a) in which all
holders of Common Stock are treated alike and not involving (other
than as a holder of Common Stock being treated like all other such
holders) an Acquiring Person or adverse Person or an Affiliate of
Associate thereof or any other Person in which such Acquiring Person,
Adverse Person or Affiliate or Associate thereof has any interest, or
any other Person acting directly or indirectly on behalf of or in
association with any such Acquiring Person, Adverse Person, or
Affiliate or Associate thereof, or (y) following the occurrence of an
event set forth in, and the expiration of any periods during which the
holder of Rights may exercise the rights under section 11(a)(ii) if
and for as long as any Acquiring Person having triggered such event is
not thereafter the Beneficial Owner of securities representing 20% or
more of the outstanding shares of the Voting Power, and at the time of
termination there are no other Persons who are Acquiring Persons or
Adverse Persons.
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(b) In the case of a termination permitted under Section
24(a)(i), immediately upon the action of the Board of Directors of the
Company ordering the termination of the Rights, evidence of which
shall have been filed with the Rights Agent and without any further
action and without any notice, the right to exercise the Rights will
terminate and each right will thereafter be null and void. In the
case of a termination permitted only under Section 24(a)(ii), evidence
of which shall have been filed with the Rights Agent, the right to
exercise the Rights will terminate and each right will thereafter be
null and void only after 10 Business Days following the giving of
notice of such termination to the holders of such Rights if no event
set forth in Section 11(a)(ii) shall have occurred, and, if such event
shall have occurred, upon the later of 10 Business Days following the
giving of such notice or the expiration of any period during which the
rights under Section 11(a)(ii) may be exercised. Within 10 days after
the action of the Board of Directors ordering any termination of the
Rights, the Company shall give notice of such termination to the
Rights Agent and the holders of the then outstanding Rights by mailing
such notice to the Rights Agent and to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the
Transfer Agent for the Common Stock. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the
holder receives the notice."
5. Section 24 of the Rights Agreement is hereby amended by adding a new
subsection (d) thereto:
"(d) Notwithstanding anything in this Agreement, the Rights shall
terminate without any payment to any holder thereof immediately prior
to the Effective Time as defined in the Merger Agreement."
6. The second paragraph of Section 3(a) of the Rights Agreement is hereby
amended by deleting the word "redemption" and the immediately following comma
in the parentheticals following the phrase "Distribution Date" in each of the
ninth and fifteenth lines of such second paragraph.
7. Section 3(b) of the Rights Agreement is hereby amended as follows:
(a) the legend forming a part of Section 3(b) to the Rights Agreement is
hereby amended by deleting the word "redeemed" in the eleventh line of such
legend immediately following the phrase "such Rights may be" and substituting
therefor the word "terminated," and (b) in the parenthetical in the last
paragraph of Section 3(b), the word "redemption" shall be deleted.
8. Clause (ii) of Section 7(a) of the Rights Agreement is hereby amended
by deleting in its entirety Clause (ii) and substituting in its place the
following:
"(ii) the time at which the Rights are terminated as provided in
Section 24 hereof,"
9. Section 23 of the Rights Agreement is hereby amended to delete the
word "redemption" in line twelve and substitute the word "termination"
therefor.
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10. Section 28 of the Rights Agreement is hereby amended by deleting the
word "redeem" in each place in the parenthetical in clause (ii) and
substituting the word "terminate" therefor.
11. This Amendment shall be deemed to be a contract made under the laws of
the State of Nevada and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.
12. This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original, and all of which together
shall constitute but one and the same instrument.
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and the respective corporate seals to be affixed and attested,
all as of the day and year first above written.
Attest: PACIFIC TELESIS GROUP
[SEAL]
By: Duane G. Henry By: Jim R. Moberg
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Name: Duane G. Henry Name: Jim R. Moberg
Title: Assistant Secretary Title: Executive Vice President
Attest: THE FIRST NATIONAL BANK OF BOSTON
[SEAL]
By: Deborah H. Norris By: Darlene M. DioDato
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Name: Deborah H. Norris Name: Darlene M. DioDato
Title: Director Title: Managing Director
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