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Rule 424(b)(3)
Registration Statement No. 33-50897
SUPPLEMENT TO THE PROSPECTUS FOR THE
PACIFIC TELESIS GROUP
SHAREOWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Pacific Telesis Group ("Telesis") has entered into a merger agreement
with SBC Communications Inc. ("SBC"). The agreement provides that upon
consummation of the merger (the "Merger"), shares of Telesis stock will be
converted into the right to receive shares of SBC stock. This supplement
amends the Prospectus, dated November 2, 1993, for the Telesis Shareowner
Dividend Reinvestment and Stock Purchase Plan (the "Telesis Plan") to provide
that participants in the Telesis Plan, with no further action on their part
(except as set forth below under the sections entitled "Beneficial Ownership"
and "Exchange of Certificates"), will automatically be enrolled and become
participants in the SBC Dividend Reinvestment Plan ("the SBC Plan") at the
time the Merger becomes effective. Be advised that if the Merger is not
consummated, you will not be enrolled or become a participant in the SBC Plan.
Under such circumstances, your participation in the Telesis Plan will continue
under its current terms and conditions.
Enclosed for your careful review is the Prospectus, dated July 26, 1996,
for the SBC Plan, which describes the terms and conditions of participation.
Participants in the Telesis Plan are advised that conversion to the SBC Plan
will be automatic if and when the Merger is consummated. If you do not wish
to participate in the SBC Plan, you must terminate your participation in the
Telesis Plan by sending a written request to the following address before the
Merger becomes effective:
Pacific Telesis Group Shareowner Dividend
Reinvestment and Stock Purchase Plan
c/o Boston EquiServe
P.O. Box 9154
Boston, Massachusetts 02209-9154
Telephone: 1-800-637-6373
Telephone (outside U.S.): (617) 575-2861 (collect)
SUPPLEMENT TO PROSPECTUS
DATED NOVEMBER 2, 1993 Dated: February 18, 1997
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Your written request to terminate participation in the Telesis Plan must
indicate either:
a. That you wish to sell all whole shares and any fractional shares
held in your Telesis Plan account. Upon receipt of a written
request, the Telesis Transfer Agent will normally complete the sale
for your account within one week after receiving the request. The
proceeds of the sale, less $6.00 plus $.25 per share sold and any
applicable transfer or withholding taxes, will be forwarded to you
within two weeks after the date of the sale. Your Telesis Plan
account will then be closed. If the Merger occurs after the Telesis
Transfer Agent receives your request, but prior to the actual sale
of the shares, then the Telesis Transfer Agent will forward your
request to the SBC Plan Administrator. SBC has advised Telesis that
your request will then be treated as a request to terminate
participation in the SBC Plan and to sell the SBC shares you have
received in exchange for the Telesis shares previously held in your
Telesis Plan account.
b. That you wish to have a certificate issued in your name for the
number of whole shares held in your Telesis Plan account and a cash
payment for any fractional shares held in your account. Upon
receipt of your written request, the Telesis Transfer Agent will
issue a certificate for the number of whole shares held in your
Telesis Plan account, and a check in payment for fractional shares,
within two weeks of receiving the request. If the Merger occurs
prior to the distribution of the certificate and cash payment, then
the Telesis Transfer Agent will forward your request to the SBC Plan
Administrator. SBC has advised Telesis that your request will then
be treated as a request to terminate participation in the SBC Plan
and for the SBC Plan Administrator to issue a certificate to you for
the number of whole shares of SBC you received in the Merger in
exchange for the Telesis shares previously held in your Telesis Plan
account, with a check in payment for any fractional SBC shares.
If you do not wish to be enrolled in the SBC Plan, please send your written
request to terminate your participation in the Telesis Plan as soon as
possible. Please indicate your shareowner account and/or Social Security
number and a telephone number where you can be reached during business hours
on all correspondence with the Telesis Transfer Agent.
Participants in the Telesis Plan who wish to participate in the SBC Plan
after the Merger should be aware that such participation will be subject to
the terms and conditions of the SBC Plan as set forth in the enclosed SBC Plan
Prospectus, dated July 26, 1996, as it may be amended from time to time.
Participants should carefully read this Prospectus, as there are some
differences between the Telesis Plan and the SBC Plan. The Telesis Plan will
terminate if and when the Merger is consummated. After the Merger is
consummated, current participants in the Telesis Plan (who will then be
participants in the SBC Plan) should contact the SBC Plan Administrator (see
the SBC Plan Prospectus for contact information) with any questions about the
SBC Plan or changes to their enrollment.
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The following sets forth certain information with regard to transition
from the Telesis Plan to the SBC Plan after the Merger is consummated.
TELESIS DIVIDENDS
If you remain in the Telesis Plan, any cash dividends declared by Telesis
with a record date prior to, but a payment date after, the Merger will be
invested in shares of SBC stock in accordance with the SBC Plan. These
dividends will be treated by the SBC Plan Administrator as optional cash
investments under the SBC Plan. No fees are charged for optional cash
investments in the SBC Plan.
SUPPLEMENTAL CONTRIBUTIONS
Any supplemental contributions received from Telesis Plan participants
prior to the consummation of the Merger that have not been invested in shares
of Telesis stock in accordance with the Telesis Plan will be transferred to
the SBC Plan and treated as an optional cash investment in the SBC Plan.
PENDING SALE OF SHARES
Under the Telesis Plan, you have the right to request that any shares
held in your Telesis Plan account be sold. Such sale is generally made within
one week after the Telesis Transfer Agent receives your written request to
sell or as soon thereafter as is reasonably practicable. If, prior to the
Merger, a Telesis Plan participant requests such a sale, and the Merger is
consummated before the shares are sold, the Telesis Transfer Agent will send
the request to the SBC Plan Administrator. SBC has advised Telesis that the
SBC Plan Administrator will then effect the sale of the SBC shares received in
the Merger in exchange for the Telesis shares that were requested to be sold,
in accordance with the terms of the SBC Plan.
EMPLOYEE PAYROLL DEDUCTIONS
The SBC Plan does not permit employee payroll deductions for the purpose
of supplemental contributions. Thus, Telesis employee-participants who
currently make contributions to their Telesis Plan account through payroll
deduction will not have such an option under the SBC Plan. Such employee-
participants' payroll deductions will automatically cease when the Merger is
consummated. Any payroll deductions made prior to the Merger that have not
been invested in shares of Telesis stock in accordance with the Telesis Plan
before the Merger is consummated will be treated as an optional cash
investment and invested in SBC shares in accordance with the SBC Plan.
BENEFICIAL OWNERSHIP
The Telesis Plan allows participation by shareowners who beneficially own
shares that are registered in someone else's name (i.e., bank, broker or other
nominee) ("Beneficial Owners"). The SBC Plan does not allow such
participation. Beneficial Owners of Telesis stock who wish to continue
reinvesting dividends as a participant in the SBC Plan after the Merger is
consummated should have their shares registered in their own names. At the
time their shares are registered in their own name, they may then elect to
participate in the SBC Plan by following the instructions contained in the SBC
Plan Prospectus.
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EXCHANGE OF CERTIFICATES
Shares of Telesis common stock enrolled in the Telesis Plan can be held
in two forms: "Stock Certificates" and "Book Shares." Stock Certificates are
shares of Telesis stock represented by physical certificates that are held by
you, which can be or are enrolled in the Telesis Plan. Book Shares are shares
of Telesis stock not represented by physical certificates. Book Shares are
recorded by the Transfer Agent in your account via a book entry format. You
receive regular statements with respect to Book Shares, but actual physical
certificates are not issued with respect to such shares. For example, all
shares of Telesis stock purchased with reinvested dividends and supplemental
contributions are Book Shares.
If all of your shares of Telesis stock are Book Shares, you need take no
further action; the exchange of your Telesis Book Shares into SBC Book Shares
will be automatic when the Merger is consummated. If, however, you are
currently in possession of Telesis Stock Certificates for shares enrolled in
the Telesis Plan, you should be aware of the following:
a. After the Merger, SBC shareowners (who were previously Telesis
shareowners) will not receive dividends from SBC until they have
surrendered and exchanged their Telesis Stock Certificates for SBC
shares. Approximately two weeks after the Merger, SBC will send
each former Telesis shareowner a letter containing instructions on
how to exchange their Telesis Stock Certificates for SBC shares. A
Telesis Plan participant's automatic enrollment in the SBC Plan as
described in this Prospectus Supplement will not entitle the
participant to receive dividends on shares represented by physical
certificates until the certificates have been properly surrendered
to SBC after the Merger. If SBC does not receive your Telesis Stock
Certificates at least five business days prior to a record date for
an SBC dividend, your dividend will be paid to you in cash after
your certificates have been exchanged, rather than reinvested in SBC
shares.
b. Fractional shares resulting from the exchange of Telesis Stock
Certificates for SBC shares will be converted to cash and sent to
participants by check. By contrast, all Telesis Book Shares
enrolled in the Telesis Plan will be exchanged for SBC Book Shares
enrolled in the SBC Plan, including fractional shares. Participants
should note that they may be required to recognize capital gain or
loss on the receipt of cash in lieu of fractional shares. Telesis
Plan participants are urged to consult their tax advisors as to the
tax consequences to them of the Merger. No certificate will be
issued for a fractional share of SBC stock under any circumstances.
This Supplement amends the Prospectus, dated November 2, 1993, with
respect to the Telesis Plan, copies of which were previously provided to you.
To obtain another copy of such Prospectus, you may contact Boston EquiServe,
the Telesis Transfer Agent, at 1-800-637-6373.
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LEGEND: MUST GO ON FRONT COVER OF PROSPECTUS SUPPLEMENT
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
LEGEND: MUST GO ON PAGE 1 OF PROSPECTUS SUPPLEMENT
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT IN CONNECTION
WITH THE PACIFIC TELESIS GROUP SHAREOWNER DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN, AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PACIFIC TELESIS
GROUP.
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