-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A0uhYSNLDLTv60VlgO3k6U5jpE7i2SbnNFUzELO9onyB58VxTZLaCljDdXnl1v+A xbpkP0W25bThPE2C1RjXzg== 0000075641-97-000004.txt : 19970407 0000075641-97-000004.hdr.sgml : 19970407 ACCESSION NUMBER: 0000075641-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970404 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970404 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC BELL CENTRAL INDEX KEY: 0000075641 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 940745535 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01414 FILM NUMBER: 97575156 BUSINESS ADDRESS: STREET 1: 140 NEW MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4155429000 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19840115 8-K 1 CURRENT REPORT 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 1 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. 2 Form 8-K Pacific Bell April 4, 1997 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: April 4, 1997 Pacific Bell By: /s/ Peter A. Darbee ------------------------ Peter A. Darbee Vice President Chief Financial Officer, and Controller 3 EX-16 2 LETTER OF COOPERS & LYBRAND L.L.P. EXHIBIT 16 ---------- 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 -----END PRIVACY-ENHANCED MESSAGE-----