% = % = % = % = % = % = % = % = = % P h r a c k X V I I % = = % = % = % = % = % = % = % = % Phrack Seventeen 07 April 1988 File 3 of 12 : Dun & Bradstreet Report on Pacific Telesis Pacific Telesis Credit File, taken from Dun & Bradstreet by Elric of Imrryr Name & Address: PACIFIC TELESIS GROUP (INC) 140 New Montgomery St SAN FRANCISCO, CA 94105 Telephone: 415-882-8000 DUNS Number: 10-346-0846 Line of Business: TELECOMMUNICATION SERVICES Primary SIC Code: 4811 Secondary SIC Codes: 2741 5063 5732 6159 Year Started: 1906 (12/31/86) COMBINATION FISCAL Employees Total: 74,937 Sales: 8,977,300,000 Employees Here: 2,000 Net Worth: 7,753,300,000 This is a PUBLIC company 12/31/86 COMBINATION FISCAL (Figures are in THOUSANDS) FINANCIALS % COMPANY INDST COMPANY CHANGE % NORM % Cash. . . . . . . . . . . . . 200,600 671.5 1.0 9.0 Accounts Receivable . . . . . 1,390,700 (3.8) 6.8 5.7 Notes Receivable. . . . . . . ---- ---- ---- 0.2 Inventory . . . . . . . . . . 116,300 (4.4) 0.6 1.3 Other Current Assets. . . . . 448,700 18.6 2.2 5.8 Total Current Assets. . . . . 2,156,300 9.3 10.6 22.0 Fixed Assets. . . . . . . . . 17,244,900 1.6 84.9 35.6 Other Non-current Assets. . . 919,300 53.8 4.5 42.4 Total Assets. . . . . . . . . 20,320,500 4.0 100.0 100.0 Accounts Payable. . . . . . . 1,760,300 74.1 8.7 4.2 Bank Loans. . . . . . . . . . 21,800 847.8 0.1 0.2 Notes Payable . . . . . . . . ---- ---- ---- 1.0 Other Current Liabilities . . 623,000 (35.8) 3.1 6.2 Total Current Liabilities . . 2,405,100 21.3 11.8 11.6 Other Long Term Liab. . . . . 5,564,600 (7.6) 27.4 46.8 Deferred Credits. . . . . . . 4,597,500 9.0 22.6 6.4 Net Worth . . . . . . . . . . 7,753,300 6.0 38.2 35.2 Total Liabilities & Worth. . 20,320,500 4.0 100.0 100.0 Net Sales . . . . . . . . . . 8,977,300 5.6 100.0 100.0 Gross Profit. . . . . . . . . ---- ---- ---- 40.1 Net Profit After Tax. . . . . 1,079,400 16.2 12.0 15.3 Dividends/Withdrawals . . . . 654,100 10.0 7.3 7.7 Working Capital . . . . . . . 248,800 (999.9) ---- ---- RATIOS % ---INDUSTRY QUARTILES--- COMPANY CHANGE UPPER MEDIAN LOWER (SOLVENCY) Quick Ratio . . . . . . . . . 0.7 ---- 2.9 1.2 0.6 Current Ratio . . . . . . . . 0.9 (10.0) 4.9 2.2 1.0 Curr Liab to Net Worth (%). . 31.0 14.4 13.2 26.4 38.1 Curr Liab to Inventory (%). . 999.9 26.9 244.8 475.8 675.0 Total Liab to Net Worth (%) . 162.1 (2.9) 127.4 180.2 297.2 Fix Assets to Net Worth (%) . 222.4 (4.1) 144.9 215.0 263.0 (EFFICIENCY) Coll Period (days). . . . . . 56.5 (9.0) 31.9 46.7 61.6 Sales to Inventory. . . . . . 77.2 10.6 56.2 33.8 20.0 Assets to Sales (%) . . . . . 226.4 (1.5) 210.5 266.1 373.4 Sales to Net Working Cap. . . ---- ---- 6.3 2.3 1.1 Acct Pay to Sales (%) . . . . 19.6 64.7 4.9 8.7 13.8 (PROFITABILITY) Return on Sales (%) . . . . . 12.0 10.1 20.1 14.6 11.3 Return on Assets (%). . . . . 5.3 10.4 7.2 5.7 3.7 Return on Net Worth (%) . . . 13.9 9.4 19.0 15.9 12.8 Industry norms based on 469 firms, with assets over $5 million. 12/31/85 COMBINATION FISCAL (Figures are in THOUSANDS) FINANCIALS % COMPANY INDST COMPANY CHANGE % NORM % Cash. . . . . . . . . . . . . 26,000 550.0 0.1 7.5 Accounts Receivable . . . . . 1,446,200 20.6 7.4 5.6 Notes Receivable. . . . . . . ---- ---- ---- 0.4 Inventory . . . . . . . . . . 121,700 ---- 0.6 1.2 Other Current Assets. . . . . 378,300 (8.3) 1.9 5.1 Total Current Assets. . . . . 1,972,200 22.1 10.1 19.8 Fixed Assets. . . . . . . . . 16,968,400 6.1 86.8 39.2 Other Non-current Assets. . . 597,700 29.4 3.1 41.0 Total Assets. . . . . . . . . 19,538,300 8.1 100.0 100.0 Accounts Payable. . . . . . . 1,011,100 14.6 5.2 4.9 Bank Loans. . . . . . . . . . 2,300 ---- ---- 0.3 Notes Payable . . . . . . . . ---- ---- ---- 0.8 Other Current Liabilities . . 969,900 18.6 5.0 5.9 Total Current Liabilities . . 1,983,300 (1.0) 10.2 11.9 Other Long Term Liab. . . . . 6,021,700 0.8 30.8 46.8 Deferred Credits. . . . . . . 4,216,300 16.6 21.6 6.8 Net Worth . . . . . . . . . . 7,317,000 12.9 37.4 34.5 Total Liabilities & Worth. . 19,538,300 8.1 100.0 100.0 Net Sales . . . . . . . . . . 8,498,600 8.6 100.0 100.0 Gross Profit. . . . . . . . . ---- ---- ---- 33.7 Net Profit After Tax. . . . . 929,100 12.1 10.9 14.0 Dividends/Withdrawals . . . . 594,400 11.9 7.0 13.0 Working Capital . . . . . . . 11,100 ---- ---- ---- RATIOS % ---INDUSTRY QUARTILES--- COMPANY CHANGE UPPER MEDIAN LOWER (SOLVENCY) Quick Ratio . . . . . . . . . 0.7 16.7 2.5 1.1 0.6 Current Ratio . . . . . . . . 1.0 25.0 3.8 1.9 0.9 Curr Liab to Net Worth (%). . 27.1 (12.3) 15.8 29.4 43.9 Curr Liab to Inventory (%). . 999.9 ---- 285.7 485.5 790.6 Total Liab to Net Worth (%) . 167.0 (6.7) 134.4 190.1 320.9 Fix Assets to Net Worth (%) . 231.9 (6.0) 148.4 219.0 289.5 (EFFICIENCY) Coll Period (days). . . . . . 62.1 11.1 31.5 47.2 63.8 Sales to Inventory. . . . . . 69.8 ---- 52.3 31.4 18.0 Assets to Sales (%) . . . . . 229.9 (0.5) 217.1 277.8 356.8 Sales to Net Working Cap. . . ---- ---- 6.0 2.7 1.6 Acct Pay to Sales (%) . . . . 11.9 5.3 6.1 10.4 15.7 (PROFITABILITY) Return on Sales (%) . . . . . 10.9 2.8 19.0 13.6 9.5 Return on Assets (%). . . . . 4.8 4.3 6.9 5.3 3.4 Return on Net Worth (%) . . . 12.7 (0.8) 19.7 15.8 12.7 Industry norms based on 605 firms, with assets over $5 million. 12/31/84 COMBINATION FISCAL (Figures are in THOUSANDS) FINANCIALS COMPANY INDST COMPANY % NORM % Cash. . . . . . . . . . . . . 4,000 ---- 6.6 Accounts Receivable . . . . . 1,198,800 6.6 6.3 Notes Receivable. . . . . . . ---- ---- 0.4 Inventory . . . . . . . . . . ---- ---- 1.2 Other Current Assets. . . . . 412,400 2.3 4.1 Total Current Assets. . . . . 1,615,200 8.9 18.6 Fixed Assets. . . . . . . . . 15,999,500 88.5 45.0 Other Non-current Assets. . . 461,800 2.6 36.4 Total Assets. . . . . . . . . 18,076,500 100.0 100.0 Accounts Payable. . . . . . . 882,100 4.9 5.2 Bank Loans. . . . . . . . . . ---- ---- 0.2 Notes Payable . . . . . . . . 304,000 1.7 1.0 Other Current Liabilities . . 817,600 4.5 5.5 Total Current Liabilities . . 2,003,700 11.1 11.9 Other Long Term Liab. . . . . 5,973,500 33.0 47.8 Deferred Credits. . . . . . . 3,617,000 20.0 6.5 Net Worth . . . . . . . . . . 6,482,300 35.9 33.8 Total Liabilities & Worth. . 18,076,500 100.0 100.0 Net Sales . . . . . . . . . . 7,824,300 100.0 100.0 Gross Profit. . . . . . . . . ---- ---- 28.1 Net Profit After Tax. . . . . 828,500 10.6 14.1 Dividends/Withdrawals . . . . 531,200 6.8 7.3 Working Capital . . . . . . . 388,500 ---- ---- RATIOS ---INDUSTRY QUARTILES--- COMPANY UPPER MEDIAN LOWER (SOLVENCY) Quick Ratio . . . . . . . . . 0.6 2.3 1.0 0.6 Current Ratio . . . . . . . . 0.8 3.4 1.6 0.9 Curr Liab to Net Worth (%). . 30.9 17.7 30.6 43.5 Curr Liab to Inventory (%). . ---- 312.5 491.6 754.3 Total Liab to Net Worth (%) . 178.9 139.2 193.7 314.9 Fix Assets to Net Worth (%) . 246.8 161.5 228.9 295.3 (EFFICIENCY) Coll Period (days). . . . . . 55.9 34.3 51.6 67.8 Sales to Inventory. . . . . . ---- 52.1 32.6 20.1 Assets to Sales (%) . . . . . 231.0 216.7 268.2 353.0 Sales to Net Working Cap. . . ---- 7.2 3.1 1.7 Acct Pay to Sales (%) . . . . 11.3 6.2 10.9 15.4 (PROFITABILITY) Return on Sales (%) . . . . . 10.6 18.5 13.1 9.8 Return on Assets (%). . . . . 4.6 7.0 5.3 3.3 Return on Net Worth (%) . . . 12.8 19.7 15.7 12.6 Industry norms based on 504 firms, with assets over $5 million. END OF DOCUMENT Name & Address: PACIFIC TELESIS GROUP (INC) 140 New Montgomery St SAN FRANCISCO, CA 94105 Telephone: 415-882-8000 DUNS Number: 10-346-0846 Line of Business: TELECOMMUNICATION SERVICES Primary SIC Code: 4811 Secondary SIC Codes: 2741 5063 5732 6159 Year Started: 1906 (12/31/86) COMBINATION FISCAL Employees Total: 74,937 Sales: 8,977,300,000 Employees Here: 2,000 Net Worth: 7,753,300,000 This is a PUBLIC company HISTORY 09/01/87 DONALD E GUINN, CHB PRES+ THEODORE J SAENGER, V CHB GROUP PRES+ SAM L GINN, V CHB+ JOHN E HULSE, V CHB CFO+ ROBERT V R DALENBERG, EX V PRES BENTON W DIAL, EX V PRES-HUM GEN COUNSEL SEC RESOURCES ARTHUR C LATNO JR, EX V PRES THOMAS G CROSS, V PRES TREAS FRANK V SPILLER, V PRES COMPTROLLER DIRECTOR(S): The officers identified by (+) and Norman Barker Jr, William P Clark, Willaim K Coblentz, Myron Du Bain, Herman E Gallegos James R Harvey, Ivan J Houston, Leslie L Luttgens, E L Mc Neely, S Donley Ritchey, Willaim French Smith & Mary S Metz. Incorporated Nevada Oct 26 1983. Authorized capital consists of 505,000,000 shares common stock, $.10 par value. OUTSTANDING CAPITAL STOCK: Consists of following at Dec 31 1986: 215,274,878 common shares at a stated value of $21.5 million plus additional paid in capital of $5,068.5 million. The stock is publicly traded on the New York, Pacific and Midwest Stock Exchanges. There were 1,170,161 common shareholders at Feb 1 1987. Officers and directors as a group hold less than 1% of stock. No other entity owned more than 5% of the common stock outstanding. The authorized capital stock was increased to $1,100,000,000 shares in 1987 by Charter Amendment. In addition, the company declared a two-for-one stock split in the form of a 100% stock dividend effective Mar 25 1987. BACKGROUND: This business was founded in 1906 as a California Corporation. The Pacific Telephone & Telegraph Company formed Dec 31 1906. Majority of the stock was held by American Telephone & Telegraph Co (A T & T), New York, NY, prior to divestiture. DIVESTITURE: Pursuant to a court oder of the U S District Court for the Distirict of Columbia, A T & T divested itself of the exchange, telecommunications, exchange access and printing directory advertising portions of its 22 wholly-owned subsidiary operating telephone companies, including the Pacific Telephone & Telegraph Company. A T & T retains ownership of the former A T & T long lines interstate organization, as well as those portions of the subsidiaries that provide interchange services and customer premises equipment. To accomplish the divestiture, this regional holding company was formed, which took over the applicable operations and assets of the Pacific Telephone & Telegraph Company and its subsidiary, Bell Telephone Company of Nevada. Stock in the subject was distributed to the shareholders of A T & T, who also retained their existing A T & T Stock. The divestiture was accomplished on Jan 1 1984. RECENT EVENTS:During Jun 1986, the company completed the acquisition of Communications Industries Inc, Dallas, TX. In Dec 1986, the company's wholly-owned subsidiary Pac Tel Cellular Inc of Michigan signed an agreement to purhcase five cellular telephone properties for $316 million plus certain contingent payments. These five systems operate under the name of Cellular One. This acquaition is subject to regulatory and court approval and final legal review. ------------------------OFFICERS------------------------. GUINN born 1932 married. 1954 received BSCE from Oregon State University. 1954-60 with The Pacific Telephone & Telegraph Company, San Francisco, CA. 1960-64 with Pacific Northwest Bell Telephone Co, Seattle, WA, as vice president. 1964-70 with A T & T. 1970-76 with Pacific Northwest Bell. 1976-80 with A T & T as vice president-network service. 1980 chairman and chief executive officer of The Pacific Telephone & Telegraph Company. 1984 with Pacific Telesis Group as chairman, president and chief executive officer. SAENGER born 1928 married. 1951 received BS from the University of California. 1946-47 in the U S Army. 1951-52 secretary and manager for the Oakland Junior Chamber of Commerce. 1950-70 held various positions with The Pacific Telephone & Telegraph Company. 1970-71 traffic operations director for Network Administration in New York, A T & T. 1971 with The Pacific Telephone & Telegraph Company. 1974 vice president. 1977 president. 1984 with Pacific Telesis Group as vice chairman and president, Pacific Bell. GINN born 1937 married. 1959 graduated from Auburn University. 1969 received MS from Stanford University. 1959-60 in the U S Army Signal Corps as captain. 1960 joined A T & T Long Lines. 1977 vice president-staff for A T & T Long Lines. 1978 joined The Pacific Telephone & Telegraph Company as executive vice president-network. 1983 vice chairman. 1984 with Pacific Telesis Group as vice chairman and group president, PacTel Companies. HULSE born 1933 married. 1955 received BS from the University of South Dakota. 1956-58 in the U S Army. 1958 joined Northwestern Bell Telephone Co. 1980 joined The Pacific Telephone & Telegraph Company as executive vice president and chief financial officer. 1983 vice chairman. 1984 with Pacific Telesis Group as vice chairman and chief financial officer. LATNO born 1929 married. Received BS degree from the University of Santa Clara. 1952 with Pacific Telephone & Telegraph Co. 1972 vice president-regulatory. 1975 executive vice president-external affairs. 1984 with Pacific Telesis Group as executive vice president-external affairs. DALENBERG born 1930 married. Graduated from the University of Chicago Law School and Graduate School of Business. 1956 admitted to practice at the Illinois Bar and in 1973 the California Bar. 1957-67 private law practice in Chicago, IL. 1967-72 general attorney for Illinois Bell. 1972-75 general attorney for The Pacific Telephone & Telegraph Company. 1975 associate general counsel. 1976 vice president and secretary-general counsel. 1984 with Pacific Telesis Group as executive vice president and general counsel-secretary. CROSS. Vice President and Treasurer and also Vice President of Pacific Bell. DIAL born 1929 married. 1951 received BA from Whittier College. 1961 received MS from California State University. 1951-53 in the U S Army. 1954 with The Pacific Telephone & Telegraph Company. 1973 vice president-regional staff and operations service for Southern California. 1976 vice president-customer operations in Los Angeles, CA. 1977 vice president-corporate planning. 1980 vice president-human resources. 1984 with Pacific Telesis Group as executive vice president-human resources. SPILLER born 1931 married. 1953 received BS from the University of California, San Francisco. 1954-56 in the U S Army as a second lieutenant. 1953 with The Pacific Telephone & Telegraph Company. 1977 assistant comptroller. 1981 assistant vice president-finance management. 1981 vice president and comptroller. 1984 with Pacific Telesis Group as vice president and comptroller. ---------------------OTHER DIRECTORS---------------------. BARKER. Retired chairman of First Interstate Bank Ltd. CLARK. Of counsel to the law firm of Rogers & Wells. COBLENTZ. Senior Partner in Coblentz, Cahen, Mc Cabe & Breyer, Attorneys, San Francisco, CA. DU BAIN. Chairman of SRI International. GALLEGOS. Management consultant. HARVEY. Chairman, and chief executive officer of Transamerica Corporation, San Francisco, CA. HOUSTON. Chairman and chief executive officer of Golden State Mutual Life Insurance Co. LUTTGENS. Is a community leader. MC NEELY. Chairman and chief executive officer of Oak Industries, Inc, San Diego, CA. RITCHEY. Retired Chairman of Lucky Stores Inc. SMITH. Partner in Gibson, Dunn & Crutcher, Attorneys. METZ. President of Mills College. OPERATION 09/01/87 Pacific Telesis Group is a regional holding company whose operations are conducted by subsidiaries. The company's two major subsidiaries, Pacific Bell and Nevada Bell, provide a wide variety of communications services in California and Nevada, including local exchange and toll service, network access and directory advertising, and provided over 90% of total 1986 revenues. Other subsidiaries, as noted below, are engaged in directory publishing, cellular mobile communications and services, wholesaling of telecommunications products, integrated systems and other services, retails communications equipment and supplies, financing services for products of affiliated customers, real estate development, and consulting. Specific percentages of these operations are not available but in the aggregate represent approximately 10%. Terms are net 30 days. Has over 11,000,000 accounts. Sells to the general public and commercial concerns. Territory :Worldwide. EMPLOYEES: 74,937 including officers. 2,000 employed here. Employees are on a consolidated basis as of Dec 31 1986. FACILITIES: Owns over 500,000 sq. ft. in 20 story concrete and steel building in good condition. Premises neat. LOCATION: Central business section on side street. BRANCHES: The subject maintains minor additional administrative offices in San Francisco, CA, but most operating branches are conducted by the operating subsidiaries, primarily Pacific Bell and Nevada Bell in their respective states. SUBSIDIARIES: Subsidiaries: The Company has the following principal operating subsidiaries, all wholly-owned either directly or indirectly. The telephone subsidiaries account for over 90% of the operating results. (1) Pacific Bell (Inc) San Francisco CA. Formed 1906 as a California corporation. Acquired in 1984 as part of the divestiture of AT&T. It is the company's largest subsidiary . It provides telecommunicaton services within its service area in California. (2) Nevada Bell (Inc) Reno NV. Incorporated in 1913. acquired from Pacific Bell in 1984 by the divestiture of its stock. Provides telecommunications, services in Nevada. (3) Pac Tel Cellular Inc, TX. Renamed subsidiary formerly known as Comminications Industries Inc. Acquired in 1986. Operates as a marketer of cellular and paging services. This subsidiary, in turn, has several primary subsidiaries as follows:. (a) Gen Com Incorporated. Provides personal paging services. (b) Multicom Incorporated. Markets paging services. (4) Pac Tel Personal Communications. Formed to eventually hold all of the company's cellular and paging operations. It is the parent of the following:. (c) Pac Tel Cellular supports the company's cellular activities. (d) Pac Tel Mobile Services-formed to rent and sell cellular CPE and paging equipment and resell cellular services, is now largely inactive. (5) Pac Tel Corporation, San Francisco CA began operations in Jan 1986 as a direct holding company subsidiary. It owns the stock of the following companies:. (e) Pac Tel Communications Companies-operates two primary divisions, Pac Tel Info Systems and Pac Tel Spectrum Services. (f) Pac Tel Finance-provides lease financing services. (g) Pac Tel Properties-engages in real estate transactions holding real estate valued at approximately $140 million at Dec 31 1986. (h) Pac Tel Publishing -inactive at present. (i) Pacific Telesis International-manages and operates telecommunicatin businesses in Great Britain, Japan, South Korea, Spain and Thailand. (6) Pac Tel Capital Resources, San Francisco, CA -provides funding through the sale of debt securities. INTERCOMPANY RELATIONS: Includes common management, intercompany services, inventory and equipment transactions, loans and advances. In addition, the debt of Pac Tel Capital Resources is backed by a support agreement from the parent with the debt unconditionally guaranteed for repayment without recourse to the stock or assets of the telephone subsidiaries or any interest therein. 08-27(1Z2 /27) 29709 052678678 H ANALYST: Dan Quinn 12/31/86 COMBINATION FISCAL (Figures are in THOUSANDS) FINANCIALS % COMPANY INDST COMPANY CHANGE % NORM % Total Current Assets. . . . . 2,156,300 9.3 10.6 22.0 Fixed Assets. . . . . . . . . 17,244,900 1.6 84.9 35.6 Other Non-current Assets. . . 919,300 53.8 4.5 42.4 Total Assets. . . . . . . . . 20,320,500 4.0 100.0 100.0 Total Current Liabilities . . 2,405,100 21.3 11.8 11.6 Other Long Term Liab. . . . . 5,564,600 (7.6) 27.4 46.8 Net Worth . . . . . . . . . . 7,753,300 6.0 38.2 35.2 Total Liabilities & Worth. . 20,320,500 4.0 100.0 100.0 Net Sales . . . . . . . . . . 8,977,300 5.6 100.0 100.0 Gross Profit. . . . . . . . . ---- ---- ---- 40.1 RATIOS % ---INDUSTRY QUARTILES--- COMPANY CHANGE UPPER MEDIAN LOWER Quick Ratio . . . . . . . . . 0.7 ---- 2.9 1.2 0.6 Current Ratio . . . . . . . . 0.9 (10.0) 4.9 2.2 1.0 Total Liab to Net Worth (%) . 162.1 (2.9) 127.4 180.2 297.2 Sales to Inventory. . . . . . 77.2 10.6 56.2 33.8 20.0 Return on Sales (%) . . . . . 12.0 10.1 20.1 14.6 11.3 Return on Assets (%). . . . . 5.3 10.4 7.2 5.7 3.7 Return on Net Worth (%) . . . 13.9 9.4 19.0 15.9 12.8 Industry norms based on 469 firms, with assets over $5 million.