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 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. 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