Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 1996 Ptg Annual Report 130 471K
2: EX-3.B By-Laws of Ptg, as Amended April 1, 1996. 9 37K
3: EX-4.A Rights Agreement 4 24K
4: EX-10.AA Ptg Short Term Incentive Plan 1 10K
5: EX-10.GG Ptg 1996 Deferred Compensation Plan for Nonempoyee 5 21K
Directors
6: EX-10.II Description of Ptg Plan for Nonemployee Directors' 1 8K
Travel Accident Insurance
7: EX-10.KK Ptg Exec. Supp. Cash Balance Pension Plan 32 144K
8: EX-10.MM Description of Ptg Personal Umbrella Liability 1 9K
Insurance
9: EX-10.NN Ptg 1996 Executive Deferred Compensation Plan 13 59K
10: EX-10.PP(VII) Agreements for Certain Senior Officers of Ptg 23 83K
11: EX-10.QQ Ptg 1996 Director's Deferred Compensation Plan 6 22K
12: EX-10.UU(IV) Amendment to Trust Agreement No. 1 3 16K
13: EX-10.WW(I) Amendment to Trust Agreement No. 3 Eff. 11/22/96 3 16K
14: EX-11 Computation of Earnings Per Common Share 1 9K
15: EX-12 Ratio of Earnings to Fixed Charges 1 9K
16: EX-18 Preferability Letter on Discretionary Accounting 1 9K
Change
17: EX-21 >Subsidiaries of Pacific Telesis Group 1 8K
18: EX-23 Consent of Independent Accountants 1 10K
19: EX-24 Power of Attorney 2 13K
20: EX-27 Financial Data Schedule 2 9K
EX-3.B — By-Laws of Ptg, as Amended April 1, 1996.
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Exhibit 3b
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BY-LAWS
OF
PACIFIC TELESIS GROUP
(As amended April 1, 1996)
Table of Contents
Article I, Offices ..................................................... 1
Article II, Meetings of Stockholders.................................... 1
Article III, Directors.................................................. 4
Article IV, Notices..................................................... 5
Article V, Officers..................................................... 6
Article VI, Certificates of Stock....................................... 7
Article VII, Seal....................................................... 7
Article VIII, Amendments................................................ 7
Article IX, Control Share Statute....................................... 8
BY-LAWS
OF
PACIFIC TELESIS GROUP
(As amended April 1, 1996)
ARTICLE I
Offices
Section 1. The principal office of the corporation in the State of
Nevada shall be located at 645 East Plumb Lane, in the City of Reno, County of
Washoe.
Section 2. The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors or
officers may from time to time determine or the business of the corporation
may require.
ARTICLE II
Meetings of Stockholders
Section 1. Annual and special meetings of the stockholders shall be held
at such time and place within or without the State of Nevada as shall be
stated in the notice of the meeting, or in a duly executed waiver of notice
thereof.
Section 2. The annual meeting of the stockholders shall be held on such
date as may be designated by the Board of Directors, at which meeting the
stockholders shall elect by a plurality vote those members of the Board of
Directors who are to be elected at such meeting, and transact such other
business as shall properly be brought before the meeting. (As amended
March 22, 1991)
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman of the Board or by the President
and shall be called by the Chairman of the Board, the President or Secretary
at the request in writing of a majority of the Board of Directors or the
holders of sixty-six and two-thirds percent (66-2/3%) of the shares entitled
to vote at such meeting. Such request shall state the purpose or purposes of
the proposed meeting.
Section 4. The directors may fix a day not more than 60 days prior to
the holding of any meeting of the stockholders as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice of or to vote at such meeting.
Section 5. Notices of meetings of stockholders shall be in writing and
signed by the Chairman of the Board, the President, the Secretary or an
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Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which, and the
time for when, the meeting is called, and the place where it is to be held. A
copy of such notice shall be either delivered personally or shall be mailed,
postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten (10) or more than sixty (60) days before such
meeting. If mailed, it shall be directed to a stockholder at his address as
it appears on the records of the corporation, and upon such mailing of any
such notice, the service thereof shall be complete, and the time of the notice
shall begin to run from the date upon which such notice is deposited in the
mail for transmission to such stockholder. Delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership,
shall constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery or mailing
of the notice of and prior to the holding of the meeting it shall not be
necessary to deliver or mail notice of the meeting to the transferee.
Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 7. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
scheduled.
Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the Articles of Incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Section 9. At any meeting of the stockholders, any stockholder may be
represented and have his shares voted by a proxy or proxies appointed by an
instrument in writing executed by the stockholder of record; provided,
however, that no such instrument may appoint more than three persons to act as
proxies at any such meeting, and if an instrument shall purport to appoint
more than three persons to act as proxies the corporation shall recognize as
proxies only the first three persons listed as appointed. In the event that
an instrument in writing executed by a stockholder of record shall designate
two or three persons to act as proxies, a majority of such persons present at
the meeting, or, if only one shall be present, then that one shall have and
may exercise all of the powers conferred by such written instrument upon all
of the persons so designated unless the instrument shall otherwise provide.
No such instrument shall be valid except for the purposes expressly stated
therein, and shall not be valid after the expiration of six months from the
date of its execution, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
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in force, which in no case shall exceed seven years from the date of its
execution. Subject to the above, any written instrument appointing a proxy or
proxies and duly executed by a stockholder of record shall, unless otherwise
limited by its terms, continue in full force and effect until a written
instrument bearing a later date is filed with the Secretary of the
corporation, which instrument by its terms either revokes the earlier
appointment or creates a new appointment.
Section 10. No action required or permitted to be taken at an annual or
special meeting of the stockholders of the corporation may be taken without a
meeting, and the power of the stockholders to consent in writing without a
meeting to the taking of any action is specifically denied. (As amended
October 1, 1989)
Section 11. To be properly brought before the annual meeting, business
must be either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for business
to be properly brought before the annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation,
addressed to the attention of the Secretary of the corporation, within the
time specified in the federal proxy rules for timely submission of a
stockholder proposal or, if not within such time, then not less than
twenty-five days nor more than sixty days prior to the meeting; provided,
however, that in the event that less than fifty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received by the earlier of (a) the
close of business on the fifteenth day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure was
made, whichever first occurs, and (b) two days prior to the date of the
meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting,
(ii) the name and record address of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with
the procedures set forth in this Section 11; provided, however, that nothing
in this Section 11 shall be deemed to preclude discussion by any stockholder
of any business properly brought before the annual meeting.
The Chairman of the Board of Directors shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 11, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted. (As
amended September 24, 1993)
Section 12. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors at the annual meeting or by
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the written consent of the shareholders, by or at the direction of the Board
of Directors, may be made by any Nominating Committee or person appointed by
the Board of Directors; nominations may also be made by any shareholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 12. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the principal executive offices of the
corporation addressed to the attention of the Secretary of the corporation not
less than twenty-five days prior to the meeting or the date the shareholders
are first solicited for their consents as the case may be; provided, however,
that, in the case of an annual meeting and in the event that less than fifty
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so
received not later than the earlier of (a) the close of business on the
fifteenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first occurs,
or (b) two days prior to the date of the meeting. Such shareholder's notice
to the Secretary shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares
of capital stock of the corporation which are beneficially owned by the
person, (iv) a statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; and (b) as to the shareholder giving the notice,
(i) the name and record address of the shareholder and (ii) the class, series
and number of shares of capital stock of the corporation which are
beneficially owned by the shareholder. The corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation. No person shall be
eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth herein.
In connection with any annual meeting, the Chairman of the Board of
Directors shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. (As amended September 24, 1993)
ARTICLE III
Directors
Section 1. The business of the corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.
Section 2. The Board of Directors of the corporation may hold meetings,
annual, regular and special, either within or without the State of Nevada.
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Section 3. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a
quorum shall be present.
Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President, or a Vice Chairman, and shall be
called by the Chairman of the Board, the President or Secretary on written
request of a majority of the directors. Notice of special meetings shall be
given by the Secretary or an Assistant Secretary of the corporation to each
director personally or by telephone, facsimile transmission or telegram at
least two (2) hours before the meeting, or by mailing written notice at least
four (4) days before the meeting. (As amended October 28, 1988)
Section 5. A majority of the Board of Directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors, except
as may be otherwise specifically provided by statute or by the Articles of
Incorporation. A director may participate in any such meeting by means of a
conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to any such communications method constitutes presence in
person at such meeting. Whenever any director participates in a meeting by
means of any such communications method, each of the persons participating in
the meeting shall sign the minutes thereof. Any action required or permitted
to be taken at a meeting of the directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the directors entitled to vote with respect to the subject matter thereof.
Section 6. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 7. Unless other procedures are established by resolution adopted
by the Board of Directors, the provisions of Sections 3, 4 and 5 of this
Article III shall be applicable to committees of the Board of Directors, if
any are established. For such purpose, references to the "Board" or the
"Board of Directors" shall be deemed to refer to each such committee. The
committees shall keep regular minutes of their proceedings and report the same
to the Board when required. (As amended July 28, 1989)
ARTICLE IV
Notices
Section 1. Notice to directors may be given by the Secretary or an
Assistant Secretary of the corporation to each director by mail, personally or
by telephone, facsimile transmission or telegram. (As amended September 22,
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1989)
Section 2. Whenever all parties entitled to vote at any meeting, whether
of directors or stockholders, consent, either by a writing on the records of
the meeting or filed with the Secretary, or by presence at such meeting an
oral consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall be as valid
as if had at a meeting regularly called and noticed. At such meeting any
business may be transacted which is not excepted from the written consent or
to the consideration of which no objection for want of notice is made at the
time. If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of said meeting
may be ratified and approved and rendered likewise valid and the irregularity
or defect therein waived by a writing signed by all parties having the right
to vote at such meetings; and such consent or approval of stockholders may be
by proxy or attorney, but all such proxies and powers of attorney must be in
writing.
Section 3. Whenever any notice whatsoever is required to be given under
the provisions of the statutes, of the Articles of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
Officers
Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall hold office at the pleasure of the Board. The officers
of the corporation shall consist of a Chairman of the Board, a President, such
Vice Chairmen of the Board, such Executive Vice Presidents and Vice Presidents
as the Board of Directors may elect, a Secretary, a Treasurer, such Assistant
Secretaries and Assistant Treasurers and such other officers as the Board of
Directors may elect. (As amended January 22, 1988)
Section 2. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer and shall have
responsibility for the overall operations of the corporation; shall preside at
all meetings of the Board of Directors and of the Executive Committee, if one
be appointed, and of the stockholders; and shall perform such other duties as
the Board of Directors may from time to time assign.
Section 3. Vice Chairman of the Board of Directors. Each Vice Chairman
of the Board of Directors, if any is chosen, shall perform such duties as may
from time to time be delegated to him by the Chairman of the Board or as may
be assigned by the Board of Directors.
Section 4. Other Officers. Each Executive Vice President, each Vice
President, the Secretary, each Assistant Secretary, the Treasurer, each
Assistant Treasurer and each other officer elected by the Board shall have
such powers and perform such duties as the Board of Directors or the Chairman
of the Board of Directors may from time to time direct. (As amended July 28,
1989)
Section 5. Resident Agent. The Board of Directors shall choose the
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resident agent of the corporation, which may be either an individual or
corporation, resident or located in the State of Nevada. All legal process
and any demand or notice authorized by law to be served upon the corporation
may be served upon the resident agent in the manner provided by law.
ARTICLE VI
Certificates of Stock
Section 1. The Board of Directors may direct a new stock certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed. The Board of Directors
may, from time to time, authorize the issuance of new certificates in place of
lost or destroyed certificates, without the necessity of action by the Board
of Directors in each particular case, upon the filing with such officers of
the corporation or such other persons as the Board of Directors may designate
of an affidavit or information and a bond of indemnity or indemnity agreement
satisfactory to such designated officers or persons, or any of them.
Section 2. Stockholders of Record. The corporation shall be entitled to
recognize the exclusive right of the person registered on its books, whether
individually or as a trustee, pledgee or otherwise, as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
Section 3. The Board of Directors may fix a time as a record date for
the determination of stockholders entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any change, conversion or exchange of shares, and only stockholders of record
on that date shall be entitled to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be.
ARTICLE VII
Seal
The corporate seal shall have inscribed thereon the name of the
corporation and the year of its incorporation.
ARTICLE VIII
Amendments
These By-Laws may be altered, amended or repealed at any time by action
of the Board of Directors. These By-Laws may also be altered, amended or
7
repealed by action of the stockholders at any meeting of the stockholders if
notice of such alteration, amendment or repeal be contained in the notice of
such meeting; provided, however, that any alteration, amendment or repeal of
these By-Laws by action of the stockholders must be approved by the vote of a
least sixty-six and two-thirds percent (66-2/3%) of the voting power of the
shares of this corporation entitled to vote in the election of directors,
voting as one class.
ARTICLE IX
Control Share Statute
Section 1. Shares of this corporation's capital stock beneficially owned
by an acquiring person, as such term is defined in Section 78.3782 of the
Nevada Revised Statutes, shall be redeemable as provided in Section 78.3792 of
the Nevada Revised Statutes. This corporation specifically reserves all
rights accorded to it under Sections 78.378-78.3793 of the Nevada Revised
Statutes, including the right to elect not to be governed by such provisions
under Section 78.378 of the Nevada Revised Statutes. (As amended
September 22, 1989)
Section 2. The provisions of Nevada Revised Statutes Sections 78.378 and
78.3793, inclusive, do not apply to any acquisition of a controlling interest
in this Corporation by SBC Communications Inc., a Delaware corporation
("SBC"), pursuant to the Agreement and Plan of Merger dated as of April 1,
1996, among this Company, SBC Communications Inc. and SBC Communications (NV)
Inc., a Nevada corporation, as the same may be amended, modified or
supplemented. (As amended April 1, 1996)
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Dates Referenced Herein and Documents Incorporated by Reference
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