<PAGE>
As filed with the Securities and Exchange Commission on February 2, 1996
Registration No.
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
PACIFIC TELESIS GROUP
A Nevada corporation I.R.S.Employer No. 94-2919931
130 Kearny Street
San Francisco, California 94108
Telephone Number (415) 394-3000
----------------------
PACIFIC TELESIS GROUP
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
----------------------
Agent for Service
William E. Downing
Executive Vice President
Chief Financial Officer and Treasurer
Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108
Telephone Number (415) 394-3000
----------------------
Please send copies of all communications to:
Duane G. Henry, Senior Counsel
Jamie E. Chung, Attorney
Pacific Telesis Legal Group
130 Kearny Street
San Francisco, California 94108
---------------------
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CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price(2) fee(2)
- ---------------------------------------------------------------------------
Pacific Telesis
Group Common
Stock-par value
$.10 per share(3) 10,400,000 $28.75 $178,250,000.00 $61,465.52
===========================================================================
(1) Represents the estimated number of shares that may be acquired by the
Trustee under the Pacific Telesis Group Supplemental Retirement and
Savings Plan for Salaried Employees (the "Plan") and under the related
leveraged employee stock ownership plan ("LESOP"). Pursuant to Rule
416(a), this registration statement also covers such indeterminate number
of additional shares of Common Stock as is necessary to eliminate any
dilutive effect of any future stock split, stock dividend or similar
transaction. Pursuant to Rule 416(c), this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan.
(2) Estimated in accordance with Rule 457(c) and (h), solely for purposes of
calculating the registration fee, on the basis of the average of the high
and low sales prices of New York Stock Exchange Composite Transactions
(as reported in the Wall Street Journal) on January 26, 1996. The fee
was computed based on 6,200,000 shares. An additional 4,200,000 shares
registered hereby will be allocated to participants LESOP accounts by
their employing company as matching shares without receipt of separate
cash consideration.
(3) Including associated Preferred Stock purchase rights.
-------------------------
Prospectus referred to herein also relates to Registration Statement No. 33-
18128 pursuant to Rule 429.
2
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Pacific Telesis Group (the
"Corporation") with the Securities and Exchange Commission ("SEC") and are
incorporated herein by reference:
(a) The Corporation s annual report on Form 10-K for the year ended
December 31, 1994;
(b) The Plan s annual report on Form 11-K for the year ended
December 31, 1994;
(c) The Corporation s quarterly report on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1995;
(d) The Corporation s current reports on Form 8-K, dates of reports
April 19, 1995, September 7, 1995, November 17, 1995 and January 4,
1996;
(e) The description of the Corporation s Common Stock which is contained
in its registration statement on Form 10 (File No. 1-8609) filed on
November 16, 1983 pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
subsequent amendment or report filed for the purpose of updating
such description.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this registration statement shall be
deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in any prospectus or prospectus supplement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares and all legal matters in connection with the Plan
have been passed upon for the Corporation by R. W. Odgers, Esq., its Executive
Vice President, General Counsel and Secretary. As of December 31, 1995,
Mr. Odgers beneficially owned or had an interest in approximately 2,182 shares
of the Corporation s Common Stock. As of the same date, Mr. Odgers held
options and/or stock appreciation rights with respect to 70,000 shares of the
Corporation s Common Stock.
3
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.037 of the Nevada Revised Statutes ("N.R.S.") provides that a
Nevada corporation s articles may contain a provision eliminating or limiting
the personal liability of a director or officer to the corporation or its
stockholders for damages for breach of fiduciary duty but may not eliminate or
limit liability for acts or omissions involving intentional misconduct, fraud,
a knowing violation of the law or illegal payment of dividends. The
Corporation s Articles of Incorporation ("Articles") contain such a provision
and therefore any lawsuits involving monetary damages would be subject to this
limitation. There is no such limitation in actions for equitable relief.
With respect to lawsuits not thus limited by the Corporation s Articles,
N.R.S. Section 78.751 specifies the circumstances under which a Nevada
corporation may indemnify a director, officer, employee or agent. Generally,
such person must have acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action or proceeding, such person must also have had
no reasonable cause to believe his or her conduct was unlawful. In any
proceeding by or in the right of the corporation where there is a judgment
against such person, indemnification may be made if such person acted in good
faith, in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation and was not found liable for
negligence or misconduct in the performance of his or her duties to the
corporation. However, indemnification may be had even where the person has
been adjudged to be liable for negligence or misconduct in the performance of
his or her duties if the court in which the action or suit was brought
determines upon application that despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
Where the director, officer, employee or agent successfully defends any such
civil or criminal proceeding, indemnification is required.
4
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The Corporation s Articles provide that it shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a fiduciary of an employee benefit plan of the Corporation or of a wholly
owned subsidiary corporation, against expenses incurred in connection with
such action, suit or proceeding, including attorneys fees, judgments, fines
and amounts paid in settlement, to the extent not prohibited by law, state or
federal. Expenses incurred in defending any such proceeding may be advanced
by the Corporation prior to the final disposition of such action, suit or
proceeding upon receipt of an undertaking to repay such amount unless it shall
be determined ultimately that the person is entitled to be indemnified
thereunder. The Articles further provide that these provisions may not be
repealed or amended without the affirmative vote of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the shares entitled to
vote thereon.
The Corporation s Articles also contain a provision authorizing the
Corporation to enter into indemnity agreements (the "Indemnity Agreements")
with each of the Corporation s directors and officers. The Articles state
that such agreements shall provide that the Corporation shall indemnify (and
advance expenses to) the indemnitee to the fullest extent permitted by
applicable law, no later than 30 days after a written request has been made
therefor, against all expenses, judgments, fines, penalties, excise taxes and
amounts paid in settlement for claims with respect to events relating to such
person s service with or for the Corporation, and that in any proceeding to
enforce the obligation to indemnify such person, the Corporation shall have
the burden to establish that such indemnification is prohibited; provided
however, that such agreements shall exclude indemnification if a judgment or
other final adjudication adverse to the indemnitee established (a) that his or
her acts were committed in bad faith or were the result of deliberate
dishonesty, or (b) that he or she in fact gained a financial advantage to
which he or she was not legally entitled, in which event the amount of the
indemnification shall be reduced by the amount of such financial advantage
gained. The Corporation has entered into Indemnity Agreements with each of
its directors and executive officers as provided in this Article.
The directors and officers of the Corporation are covered by insurance
policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") which might be incurred by them in such capacities and
against which they cannot be indemnified by the Corporation. Subject to
certain exceptions, the Indemnity Agreements obligate the Corporation to use
its best efforts to purchase and maintain in effect such insurance with
coverage no less favorable than that presently provided.
5
<PAGE>
The Indemnity Agreements also provide that if the Corporation shall
discontinue any of its existing policies of directors and officers liability
insurance or limit the scope or the amount of the coverages thereunder, or if
such policies or coverages shall become unavailable in whole or in part for
any reason, then the Corporation will hold harmless and indemnify the
indemnitee to the full extent of the coverage which would have been provided
if such insurance had been maintained.
Item 8. EXHIBITS.
Exhibit
Number Description
- -------- ------------
4a Rights Agreement, dated as of September 22, 1989, between the
Corporation and The First National Bank of Boston, as successor
Rights Agent, which includes as Exhibit B thereto the form of Rights
Certificate. (Incorporated herein by reference to Exhibits 1 and 2
to Form SE filed September 25, 1989 as part of Form 8-A, File No.
1-8609.)
5 Opinion of R. W. Odgers, Executive Vice President, General Counsel
and Secretary of the Corporation.
15 Letter regarding unaudited interim financial information.
23a Consent of Coopers & Lybrand L.L.P.
23b Consent of R. W. Odgers (included in Exhibit 5).
24 Powers of Attorney executed by officers and directors who signed
this registration statement.
6
<PAGE>
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
7
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant s annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan s annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Francisco, State of California, on February 2,
1996.
PACIFIC TELESIS GROUP
By: /s/ William E. Downing
----------------------------------
William E. Downing,
Executive Vice President,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.
/s/ Philip J. Quigley*
- -----------------------
Philip J. Quigley Chairman of the Board, February 2, 1996
President and Chief
Executive Officer
/s/ William E. Downing
- ------------------------
William E. Downing Executive Vice President, February 2, 1996
Chief Financial Officer
and Treasurer
- ------------------------
Gilbert F. Amelio Director
/s/ William P. Clark*
- ------------------------
William P. Clark Director February 2, 1996
/s/ Herman E. Gallegos*
- ------------------------
Herman E. Gallegos Director February 2, 1996
/s/ Frank C. Herringer*
- -------------------------
Frank C. Herringer Director February 2, 1996
/s/ Mary S. Metz*
- -------------------------
Mary S. Metz Director February 2, 1996
9
<PAGE>
/s/ Lewis E. Platt*
- -------------------------
Lewis E. Platt Director February 2, 1996
/s/ Toni Rembe*
- -------------------------
Toni Rembe Director February 2, 1996
/s/ S. Donley Ritchey*
- -------------------------
S. Donley Ritchey Director February 2, 1996
/s/ Richard M. Rosenberg*
- --------------------------
Richard M. Rosenberg Director February 2, 1996
* By: /s/ William E. Downing
- ------------------------------
William E. Downing, Attorney-in-fact
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Plan has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California,
on February 2, 1996.
PACIFIC TELESIS GROUP SUPPLEMENTAL
RETIREMENT AND SAVINGS PLAN FOR
SALARIED EMPLOYEES
By: Pacific Telesis Group,
Plan Administrator
By: /s/ William E. Downing
-----------------------------------
William E. Downing, Executive
Vice President, Chief Financial
Officer and Treasurer
11
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- ------------
4a Rights Agreement, dated as of September 22, 1989, between the
Corporation and The First National Bank of Boston, as successor
Rights Agent, which includes as Exhibit B thereto the form of Rights
Certificate. (Incorporated herein by reference to Exhibits 1 and 2
to Form SE filed September 25, 1989 as part of Form 8-A, File No.
1-8609.)
5 Opinion of R. W. Odgers, Executive Vice President, General Counsel
and Secretary of the Corporation.
15 Letter regarding unaudited interim financial information.
23a Consent of Coopers & Lybrand L.L.P.
23b Consent of R. W. Odgers (included in Exhibit 5).
24 Powers of Attorney executed by officers and directors who signed
this registration statement.
12
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EXHIBIT 5
---------
Richard W. Odgers
Executive Vice President,
General Counsel and Secretary
Pacific Telesis Group
130 Kearny Street
Suite 3700
San Francisco, California 94108
(415) 394-3355
February 2, 1996
Pacific Telesis Group
130 Kearny Street
San Francisco, California 94108
Gentlemen and Ladies:
With reference to the registration statement which Pacific Telesis Group, a
Nevada corporation (the "Corporation"), proposes to file with the Securities
and Exchange Commission ("SEC") under the Securities Act of 1933, as amended,
registering 10,400,000 shares of its common stock, $.10 par value (the
"Shares") to be issued and sold pursuant to the Pacific Telesis Group
Supplemental Retirement and Savings Plan for Salaried Employees (the "Plan"),
I am of the opinion that:
1. The Plan has been duly adopted by the Corporation, and
participations acquired under the Plan as provided therein will be
legally existing participations therein in accordance with the terms
thereof.
2. All proper corporate proceedings have been taken so that the Shares
have been duly authorized and, upon issuance and payment therefore
in accordance with the Plan and the resolutions of the Board of
Directors of the Corporation relating to the adoption of the Plan
and the offering and sale of the Shares thereunder, will be legally
issued, fully paid and nonassessable.
3. The provisions of the Plan are in compliance with the requirements
of the Employee Retirement Income Security Act of 1974 pertaining to
such provisions.
I hereby consent to the filing of this opinion with the SEC in connection with
the registration statement referred to above. This opinion is limited to the
law of the State of California, Nevada corporate law and the federal law of
the United States of America.
Very truly yours,
/s/ Richard W. Odgers
Richard W. Odgers
Executive Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT 15
----------
COOPERS & LYBRAND L.L.P.
February 2, 1996
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Gentlemen and Ladies:
Re: Pacific Telesis Group Registration on Form S-8 for
Pacific Telesis Group Supplemental Retirement and
Savings Plan for Salaried Employees
--------------------------------------------------
We are aware that our reports dated May 12, 1995, August 11, 1995 and November
14, 1995 on our review of interim financial information of Pacific Telesis
Group for the periods ending March 31, 1995, June 30, 1995 and September 30,
1995, respectively, and included in the Company s quarterly reports on Form
10-Q for the quarters then ended are incorporated by reference in this
registration statement. Pursuant to Rule 436(c) under the Securities Act of
1933, as amended, these reports should not be considered part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
<PAGE>
EXHIBIT 23-A
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pacific Telesis Group on Form S-8 (for the Pacific Telesis Group Supplemental
Retirement and Savings Plan for Salaried Employees) of our reports dated
February 23, 1995 on our audits of the consolidated financial statements and
financial statement schedule of Pacific Telesis Group as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992, which
reports are included or incorporated by reference in Pacific Telesis Group s
1994 Annual Report on Form 10-K and our report dated May 17, 1995 on our audit
of the financial statements of the Pacific Telesis Group Supplemental
Retirement and Savings Plan for Salaried Employees as of December 31, 1994 and
1993, and for the years ended December 31, 1994, 1993 and 1992, which report
is included in Pacific Telesis Group Supplemental Retirement and Savings Plan
for Salaried Employees 1994 Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
February 2, 1996
<PAGE>
EXHIBIT 24
----------
POWER OF ATTORNEY
WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (hereinafter
referred to as the "Corporation"), proposes to file shortly with the
Securities and Exchange Commission (the "SEC"), under the provisions of the
Securities Act of 1933, as amended, (i) two Registration Statements on Form
S-8 in connection with the registration of its common stock and participations
under the Pacific Telesis Group Supplemental Retirement and Savings Plans for
Salaried and NonSalaried Employees (the "Registration Statements"), (ii) a
Post-Effective Amendment No. 1 to Registration Statement No. 33-49067 on Form
S-8, (iii) a Post-Effective Amendment No. 2 to Registration Statement No.
33-9307 on Form S-8, and (iv) a Post-Effective Amendment No. 3 to Registration
Statement No. 33-25668 on Form S-8 (collectively hereinafter referred to as
the "Post-Effective Amendments");
WHEREAS, each of the undersigned is an officer or director, or both, of
the Corporation as indicated below his name;
NOW, THEREFORE, each of the undersigned, hereby constitutes and appoints
P. J. Quigley, W. E. Downing and R. W. Odgers, and each of them, his attorney
for him in his stead, in each of his offices and capacities as an officer or
director, or both, of the Corporation, to sign and to file with the SEC the
Registration Statements and Post-Effective Amendments and any and all
amendments, modifications, or supplements thereto, and any exhibits thereto,
and granting to each of said attorneys full power and authority to sign and
file any and all other documents and to perform and do all and every act and
thing whatsoever requisite and necessary to be done as fully, to all intents
and purposes, as he might or could do if personally present at the doing
thereof, and hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof in connection with
affecting the filing of the Registration Statements and the Post-Effective
Amendments.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 27th day of January 1995.
/s/ Philip J. Quigley /s/ William E. Downing
- ------------------------ ---------------------------
Philip J. Quigley William E. Downing
Chairman of the Board, Executive Vice President,
President and Chief Chief Financial Officer and
Executive Officer Treasurer
/s/ Eugene O. Laico
- ------------------------
Eugene O. Laico
Controller
1
<PAGE>
POWER OF ATTORNEY
WHEREAS, PACIFIC TELESIS GROUP, a Nevada corporation (hereinafter
referred to as the "Corporation"), proposes to file shortly with the
Securities and Exchange Commission (the "SEC"), under the provisions of the
Securities Act of 1933, as amended, (i) two Registration Statements on Form
S-8 in connection with the registration of its common stock and participations
under the Pacific Telesis Group Supplemental Retirement and Savings Plans for
Salaried and NonSalaried Employees (the "Registration Statements"), (ii) a
Post-Effective Amendment No. 1 to Registration Statement No. 33-49067 on Form
S-8, (iii) a Post-Effective Amendment No. 2 to Registration Statement No.
33-9307 on Form S-8, and (iv) a Post-Effective Amendment No. 3 to Registration
Statement No. 33-25668 on Form S-8 (collectively hereinafter referred to as
the "Post-Effective Amendments");
WHEREAS, each of the undersigned is a director of the Corporation;
NOW, THEREFORE, each of the undersigned, hereby constitutes and appoints
P. J. Quigley, W. E. Downing and R. W. Odgers, and each of them, his/her
attorney for him/her in his/her stead, in his/her capacity as a director of
the Corporation, to sign and to file with the SEC the Registration Statements
and Post-Effective Amendments, and any and all amendments, modifications, or
supplements thereto, and any exhibits thereto, and granting to each of said
attorneys full power and authority to sign and file any and all other
documents and to perform and do all and every act and thing whatsoever
requisite and necessary to be done as fully, to all intents and purposes, as
he/she might or could do if personally present at the doing thereof, and
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof in connection with affecting the
filing of the Registration Statements and Post-Effective Amendments.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his/her hand
this 27th day of January 1995.
/s/ William P. Clark /s/ Mary S. Metz
- ----------------------------- --------------------------
William P. Clark-Director Mary S. Metz-Director
/s/ Herman E. Gallegos /s/ Lewis E. Platt
- ----------------------------- --------------------------
Herman E. Gallegos-Director Lewis E. Platt-Director
/s/ Donald E. Guinn /s/ Toni Rembe
- ----------------------------- --------------------------
Donald E. Guinn-Director Toni Rembe-Director
/s/ Frank C. Herringer /s/ S. Donley Ritchey
- ----------------------------- --------------------------
Frank C. Herringer-Director S. Donley Ritchey-Director
/s/ Ivan J. Houston /s/ Richard M. Rosenberg
- ----------------------------- -----------------------------
Ivan J. Houston-Director Richard M. Rosenberg-Director
2
