SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 1, 1997
SBC COMMUNICATIONS INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-8610 43-1301883
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(Commission File Number) (IRS Employer
Identification No.)
175 East Houston, San Antonio, Texas 78205
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(Address of Principal (Zip Code)
Executive Offices)
(210) 821-4105
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(Registrant's telephone number,
including area code)
Item 1. Not applicable.
Item 2. Acquisition or Disposition of Assets.
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.
SBC currently intends to continue to use the
assets of PAC to provide telecommunications and
telecommunications-related services. In the ordinary course
of its business, SBC will, from time to time, evaluate its
investment in PAC.
Pursuant to the terms of the Merger Agreement,
each issued and outstanding share of common stock, par value
$0.10 per share, of PAC (the "PAC Common Stock") was
converted into and became exchangeable for .73145 shares of
common stock, par value $1.00 per share, of SBC (the "SBC
Common Stock"). SBC will issue approximately 317,000,000
shares of SBC Common Stock in exchange for the shares of PAC
Common Stock.
Pursuant to the Merger Agreement, the Board of
Directors of SBC (the "SBC Board") has been expanded from 14
to 19 members, and William P. Clark, Herman E. Gallegos,
Mary S. Metz, Philip J. Quigley, S. Donley Ritchey, and
Richard M. Rosenberg, all of whom were members of the Board
of Directors of PAC prior to the Merger, have been elected
to the SBC Board. In addition, Jack S. Blanton and Tom C.
Frost have resigned from the SBC Board, and Royce S.
Caldwell, President-Southwestern Bell Operations, has been
appointed to the SBC Board to fill one of the vacancies.
Further, Philip J. Quigley remains President and Chief
Executive Officer of PAC and has been elected Vice Chairman
of the SBC Board.
Items 3-4. Not applicable.
Item 5. Other Events.
All information concerning PAC which has been
filed with the SEC as part of PAC's Annual Report on Form 10-
K (File No. 1-8609) for the year ended December 31, 1996 is
incorporated herein by reference.
Item 6. Not applicable.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The (i) consolidated audited balance sheet of PAC
as of December 31, 1995 and 1996 and (ii) the
consolidated statement of income and changes in
financial position of PAC for the fiscal years
ended December 31, 1994, 1995 and 1996 have been
filed with the Securities and Exchange Commission
(the "SEC") as part of PAC's Current Report on
Form 8-K, dated March 13, 1997 (File No. 1-8609),
and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The (i) pro forma combined balance sheet of SBC
and PAC as of December 31, 1996 and (ii) the pro
forma consolidated statement of income and changes
in financial position of PAC and SBC for the year
ended December 31, 1996 have been filed with the
SEC as part of SBC's Current Report on Form 8-K,
dated March 14, 1997 (File No. 1-8610), and are
incorporated herein by reference.
The (i) pro forma combined balance sheet of SBC
and PAC as of December 31, 1995 and (ii) the pro
forma consolidated statement of income and changes
in financial position of PAC and SBC for the years
ended December 31, 1994 and 1995 have been filed
with the SEC as part of SBC's Registration
Statement on Form S-4, dated June 3, 1996 (Reg No.
333-02587), and are incorporated herein by
reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
April 1, 1996, among Pacific Telesis Group,
SBC Communications Inc. and SBC
Communications (NV) Inc. (incorporated by
reference to Exhibit 2 to SBC's Current
Report on Form 8-K, dated April 1, 1996).
99.1 Pacific Telesis Group's Annual Report on Form
10-K for the year ended December 31, 1996
(File No. 1-8609) (filed March 31, 1997).
99.2 Consolidated audited balance sheet of Pacific
Telesis Group as of December 31, 1995 and
1996, and the consolidated statement of
income and changes in financial position of
Pacific Telesis Group for the fiscal years
ended December 31, 1994, 1995 and 1996
(incorporated by reference to PAC's Current
Report on Form 8-K, dated March 13, 1997).
99.3 Pro forma combined balance sheet of SBC
Communications Inc. and Pacific Telesis Group
as of December 31, 1996, and the pro forma
consolidated statement of income and changes
in financial position of Pacific Telesis
Group and SBC Communications Inc. for the
year ended December 31, 1996(incorporated by
reference to SBC's Current Report on Form
8-K, dated March 14, 1997).
99.4 Pro forma combined balance sheet of SBC
Communications Inc. and Pacific Telesis Group
as of December 31, 1995, and the pro forma
consolidated statement of income and changes
in financial position of Pacific Telesis
Group and SBC Communications Inc. for the
years ended December 31, 1994 and 1995
(incorporated by reference to SBC's
Registration Statement on Form S-4, dated
June 3, 1996 (Reg. No. 333-02587)).
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 1, 1997 SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President,
Treasurer and Chief
Financial Officer