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 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
<PAGE>
Form 8-K/A Pacific Bell
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. 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 auditor of SBC and its subsidiaries. Accordingly, effective with
the closing of the Merger, Coopers & Lybrand L.L.P., auditor of PAC and Pacific
Bell, 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 Pacific Bell.
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 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 Bell
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 Bell
By: /s/ Donald E. Kiernan
------------------------
Donald E. Kiernan
Vice President
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 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/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.
