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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 BELL
A California Commission File I.R.S. Employer
Corporation No. 1-1414 No. 94-0745535
140 New Montgomery Street, San Francisco, California 94105
Telephone Number (415) 542-9000
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Form 8-K Pacific Bell
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. Pacific Bell is a wholly-owned
subsidiary of PAC. As a result of the Merger, PAC and its subsidiary Pacific
Bell have become wholly-owned subsidiaries 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 and Pacific Bell, was replaced with Ernst & Young LLP, auditors for
SBC.
The reports of Coopers & Lybrand L.L.P. on Pacific Bell'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 Pacific Bell'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.
Pacific Bell 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 Bell
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 Bell
By: /s/ Peter A. Darbee
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Peter A. Darbee
Vice President
Chief Financial Officer,
and Controller
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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 Bell (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
