SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
CURRENT REPORT
Amendment No. 1
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
<PAGE>
Form 8-K/A Pacific Telesis Group
The registrant hereby amends and supplements the following items of its Current
Report on Form 8-K dated 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 auditor of SBC and its subsidiaries. Accordingly, effective with
the closing of the Merger, Coopers & Lybrand L.L.P., auditor of PAC, was
replaced with Ernst & Young LLP, auditor of SBC. However, Coopers & Lybrand
L.L.P. has been engaged to perform a review, as defined by the American
Institute of Certified Public Accountants standards, of the March 31, 1997
interim financial statements of PAC.
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 January 9, 1998 is filed as Exhibit 16 to this Form 8-K/A.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Exhibits.
16 Letter of Coopers & Lybrand L.L.P.
<PAGE>
2
Form 8-K/A Pacific Telesis Group
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.
Date: January 9, 1998 Pacific Telesis Group
By: /s/ Donald E. Kiernan
-----------------------
Donald E. Kiernan
Executive Vice President,
Chief Financial Officer,
and Treasurer
EXHIBIT 16
----------
Coopers & Lybrand L.L.P.
333 Market Street
San Francisco, CA 94105
January 9, 1998
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/A report dated April 4, 1997, as amended
January 9, 1998. We agree with the statements concerning our Firm in such Form
8-K/A.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers and Lybrand L.L.P.
