Pacific Telesis Group – ‘DEF 14A’ for 12/31/93 – EX-99.A

As of:  Friday, 3/11/94   ·   For:  12/31/93   ·   Accession #:  732716-94-2   ·   File #:  1-08609

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     1994 Definitive Proxy Statement                      142    505K 
 2: EX-99.A     Proxy Card                                             5     13K 
 3: EX-99.B     Proxy Voting Instruction Card                          3      8K 

EX-99.A   —   Proxy Card

EX-99.A
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A D M I S S I O N   T I C K E T   

Annual Meeting of Shareowners                                                   
Friday, April 29, 1994                                                          
Masonic Auditorium                                      M A P   H E R E         
1111 California Street                                                          
San Francisco, California                                                       

Doors Open at 9:30 a.m.                                                         
Meeting Begins at 10:00 a.m.                                                    

Detach Proxy Card Here    
............................................................................    

                                                         PACIFIC*TELESIS
                                               Group

PROXY/VOTING INSTRUCTION CARD                                                   

This proxy is solicited on behalf of the Board of Directors for the   
Annual Meeting on April 29, 1994.   

The  undersigned hereby appoints Philip  J. Quigley, William  E. Downing and    
Richard W.  Odgers, and  each of them,  as proxies, each  with the  power to    
appoint his substitute, and hereby authorizes  them to represent and to vote    
as designated herein all the shares of Common Stock of Pacific Telesis Group    
represented hereby and  held of record  by the undersigned  on February  28,    
1994,  at the  Annual  Meeting of  Shareowners  to be  held  at the  Masonic    
Auditorium, 1111 California Street, San  Francisco, California, on April 29,    
1994, at 10:00 a.m., or any adjournments thereof, upon all subjects that may    
properly come before  the meeting,  including the matters  described in  the    
proxy statement  furnished herewith.   THIS PROXY,  WHEN PROPERLY  EXECUTED,    
WILL BE VOTED IN  THE MANNER DIRECTED  HEREIN BY THE UNDERSIGNED  SHAREOWNER    
AND IN  ACCORDANCE WITH THE DETERMINATION  OF THE NAMED PROXIES,  AND ANY OF    
THEM, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE  THE MEETING.  This    
proxy  also provides voting instructions  for shares held  in the Shareowner    
Dividend Reinvestment  and Stock  Purchase Plan  and,  if registrations  are    
identical, shares held  in the  various employee savings  and benefit  plans    
described in the proxy  statement.  IF THIS PROXY IS SIGNED AND RETURNED AND    
NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED "FOR" ITEMS A, B AND C AND    
"AGAINST" ITEMS  D,  E AND  F SHOWN  ON THE  REVERSE  OF THIS  CARD, AND  IN    
ACCORDANCE  WITH THE DETERMINATION OF THE NAMED PROXIES, AND ANY OF THEM, ON    
ANY  OTHER MATTERS THAT MAY PROPERLY COME BEFORE  THE MEETING.  (If you have    
made any comments on this side of  the card, please mark the comments box on    
the reverse of this card.)                                                      

P.O. Box 9018                     
Boston, MA 02205-8650             

YOUR VOTE IS IMPORTANT.  PLEASE SIGN AND DATE ON THE REVERSE AND PROMPTLY   
RETURN C/O BANK OF BOSTON, P.O. BOX 9018, BOSTON, MA 02205-8650.    

EX-99.A
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                                                         PACIFIC*TELESIS
                                               Group

March 19, 1994                                                                  

Dear Shareowner:                                                                

It is  a pleasure  to  invite you  to Pacific  Telesis  Group's 1994  Annual    
Meeting of Shareowners, our tenth Annual  Meeting.  The meeting will be held    
on  April 29, 1994, at the  Masonic Auditorium, 1111  California Street, San    
Francisco, California.                                                          

I hope you  will be able to join  us to review the  year and take a  look at    
what  the future holds  for the Corporation.   An Assistive Listening System    
will be available and an American Sign Language interpreter will  be present    
at the  meeting to assist  shareowners with impaired  hearing.  The  meeting    
location is  also accessible  to wheelchairs.   A limited number  of parking    
spaces, on a first come, first served basis, will be available in the garage    
adjacent to the auditorium.  IF  YOU DO ATTEND, PLEASE BE SURE TO  BRING THE    
ADMISSION TICKET THAT APPEARS ON THE REVERSE SIDE OF THIS LETTER.               

Whether or  not you  plan to  be at the  meeting, it  is important  that you    
exercise  your  right to  vote as  a  shareowner of  Pacific  Telesis Group.    
PLEASE VOTE  YOUR PREFERENCES ON THE  PROXY CARD BELOW, DETACH  IT FROM THIS    
LETTER AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.                         

I look forward to seeing you at the meeting, and on behalf of the management    
and directors  of  Pacific Telesis  Group,  I want  to  thank you  for  your    
continued support and confidence in 1994.                                       

Sincerely,                                                                      

Philip J. Quigley                                                               
Chairman of the Board - Designate                                               

Admission Ticket on Reverse   
Detach Proxy Card Here    
............................................................................    

EX-99.A
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              X    Please mark votes as in this example.
-------                           

Director Nominees are:            

                   H.  E.   Gallegos,  P.  J.  Quigley,   T.  Rembe  and
S. D. Ritchey                     

                  ----------------------------------------------------
                Directors recommend a vote "For"
                  ----------------------------------------------------

                               FOR    WITHHOLD
A.  Election of               
All Directors         
                              -------  ---------
FOR ALL               
                        EXCEPT:          -----------------------------

                        ----------------------------------------------

                                         FOR    AGAINST    ABSTAIN
B.  Ratification              
of Auditors           
                                         -------  --------  ----------

                                         FOR    AGAINST    ABSTAIN
C.  Approval                  
of Stock              
Incentive Plan        
                                         -------  --------  ----------

                  ----------------------------------------------------
                    Directors recommend a vote "Against"
                  ----------------------------------------------------

EX-99.A
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                                         FOR    AGAINST    ABSTAIN
D.  Eliminate the             
Staggered Board       
                                        -------  --------  ---------

                                         FOR    AGAINST    ABSTAIN
E.  Ceiling                   
on Executive          
Salaries              
                                        -------  --------  ---------

                                         FOR    AGAINST    ABSTAIN
F.  Link CEO                  
Compensation          
to Corporate          
Performance           

                                         -------  --------  ----------

Comments:             
                                 -------------------------------------

                        Will attend meeting         ------

                        Please note comments        ------

            Stop mailing more than
        one summary annual
                        report to this address      ------

    Please keep my
                        vote confidential           ------

EX-99.A
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            PLEASE SIGN THIS PROXY AND RETURN IT PROMPTLY WHETHER OR NOT
            YOU   PLAN  TO  ATTEND  THE  MEETING.    If  signing  for  a
            corporation  or  partnership,  or  as agent,    attorney  or
            fiduciary, indicate  the capacity in which  you are signing.
            If you do attend the meeting  and decide to vote by  ballot,
such vote will supersede this proxy.            

SIGN HERE AS                                    
NAME(S) APPEARS AT LEFT                         

      x _____________________________  Date ________________

      x _____________________________  Date ________________

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		4/29/94		1		2
		3/19/94		2
Filed on:		3/11/94
		2/28/94		1
For Period End:		12/31/93							10-K,  10-K/A,  13F-E
									List all Filings