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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 1, 1997
PACIFIC TELESIS GROUP
A Nevada Commission File I.R.S. Employer
Corporation No. 1-8609 No. 94-2919931
130 Kearny Street, San Francisco, California 94108
Telephone Number (415) 394-3000
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Form 8-K Pacific Telesis Group
April 1, 1997
Item 1. Change in Control of Registrant
At 12:01 a.m. on April 1, 1997, Pacific Telesis Group, a Nevada
corporation ("PAC"), and SBC Communications Inc., a Delaware corporation
("SBC"), consummated a merger (the "Merger") whereby SBC Communications (NV)
Inc., a Nevada corporation and a wholly-owned subsidiary of SBC ("Merger
Sub"), was merged with and into PAC, pursuant to the Agreement and Plan of
Merger, dated as of April 1, 1996 (the "Merger Agreement"), among PAC, SBC and
Merger Sub. As a result of the Merger, PAC has become a wholly-owned
subsidiary of SBC.
Pursuant to the terms of the Merger Agreement, at the effective time of
the Merger each issued and outstanding share of common stock, par value $0.10
per share, of PAC was converted into and became exchangeable for 0.73145 of a
share of common stock, par value $1.00 per share, of SBC.
In accordance with the Merger Agreement, at the effective time of the
Merger the directors of Merger Sub became the directors of PAC. SBC
subsequently announced that the new PAC Board members are: Philip J. Quigley,
Royce S. Caldwell, David W. Dorman, William E. Downing, William E. Dreyer,
James D. Ellis, Charles E. Foster, Donald E. Kiernan, Jim R. Moberg and
Richard W. Odgers. In addition, the Board of Directors of SBC (the "SBC
Board") has been expanded from 14 to 19 members. Philip J. Quigley, William
P. Clark, Herman E. Gallegos, Mary S. Metz, Richard M. Rosenberg and S. Donley
Ritchey, all of whom were members of the Board of Directors of PAC prior to
the Merger, have been elected to the SBC Board. Further, Philip J. Quigley
has been elected Vice Chairman of the SBC Board.
Items 2-6. Not applicable.
Item 7. Financial Statements and Exhibits
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(a) - (b). Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of April 1, 1996, among
Pacific Telesis Group, SBC Communications Inc. and SBC
Communications (NV) Inc. (incorporated by reference to Exhibit 2
of PAC's Current Report on Form 8-K, dated April 1, 1996).
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Form 8-K Pacific Telesis Group
April 1, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pacific Telesis Group
April 9, 1997 By: /s/ R. W. Odgers
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R. W. Odgers
Executive Vice President, General Counsel
& Secretary
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