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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 4, 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 4, 1997
Item 4. Change in Registrant's Certifying Accountant
On April 1, 1997, SBC Communications Inc. ("SBC"), a Delaware
corporation, and Pacific Telesis Group ("PAC"), a Nevada corporation,
consummated a merger (the "Merger") whereby SBC Communications (NV) Inc.
("Merger Sub"), a Nevada corporation and a wholly-owned subsidiary of SBC, was
merged with and into PAC, a regional telephone holding company, pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
1, 1996, among SBC, PAC and Merger Sub. As a result of the Merger, PAC has
become a wholly-owned subsidiary of SBC.
The SBC Board of Directors had previously approved the appointment of
Ernst & Young LLP as auditors of SBC and its subsidiaries. Accordingly,
effective with the closing of the Merger, Coopers & Lybrand L.L.P., auditors
of PAC, was replaced with Ernst & Young LLP, auditors for SBC.
The reports of Coopers & Lybrand L.L.P. on PAC's financial statements
for the past two fiscal years did not contain an adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
In connection with the audits of PAC's financial statements for each of
the two fiscal years ended December 31, 1996, there were no disagreements with
Coopers & Lybrand L.L.P. on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Coopers & Lybrand L.L.P., would have caused
them to make reference to the matter in their reports.
PAC has requested Coopers & Lybrand L.L.P. to furnish it a letter
addressed to the Commission stating whether it agrees with the above
statements. A copy of the letter, dated April 3, 1997, is filed as Exhibit 16
to this form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Exhibits.
16 Letter of Coopers & Lybrand L.L.P.
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Form 8-K Pacific Telesis Group
April 4, 1997
SIGNATURE
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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.
Date: April 4, 1997 Pacific Telesis Group
By: /s/ William E. Downing
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William E. Downing
Executive Vice President,
Chief Financial Officer,
and Treasurer
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EXHIBIT 16
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Coopers & Lybrand L.L.P.
333 Market Street
San Francisco, CA 94105
April 3, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We have read the statements made by Pacific Telesis Group (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of April,
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers and Lybrand
