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: May 19, 1994
SOUTHWESTERN BELL CORPORATION
A Delaware Corporation
Commission File No. 1-8610
IRS Employer No. 43-1301883
175 E. Houston, San Antonio, Texas 78205
Telephone Number (210) 821-4105
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Item 7. Financial Statements and Exhibits
Southwestern Bell Corporation is filing herewith the following
exhibits.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
4-a Southwestern Bell Capital Corporation Officers'
Certificate dated May 12, 1994 for Floating Rate Notes,
one of a duly authorized issue of notes of the
Series,"Medium-Term Notes, Series D, Due Nine Months to
Thirty Years From Date of Issue," pursuant to Section
2.02(b) of the Indenture
4-b Form of Floating Rate Note
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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 thereunto duly authorized.
SOUTHWESTERN BELL CORPORATION
/s/ Donald E. Kiernan
Senior Vice President,
Treasurer
and Chief Financial Officer
May 19, 1994
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Exhibit 4.a
SOUTHWESTERN BELL CAPITAL CORPORATION
Officers' Certificate
May 12, 1994
Pursuant to Section 2.02(b)
of the Indenture
A. Pursuant to Section 2.02(b) of the Indenture,
dated as of February 1, 1987, as supplemented by the First
Supplemental Indenture, dated as of October 1, 1990 (together,
the "Indenture"), among Southwestern Bell Capital Corporation
(the "Company"), Southwestern Bell Corporation and The Bank of
New York, as Trustee (the "Trustee"), and pursuant to the
resolutions of the Board of Directors of the Company adopted
on January 31, 1992 (the "Resolutions"), attached hereto as
Annex A, the undersigned officers, Donald E. Kiernan,
President, and Roger Wohlert, Vice President and Treasurer, do
hereby certify that the form of the Floating Rate Note (the
"Note") is hereby approved in the form attached as Annex A.
The Note is one of a duly authorized issue of notes of the
Company of the Series "Medium-Term Notes, Series D, Due From
Nine Months to Thirty Years From Date of Issue".
B. Each of the undersigned has read the Indenture,
including the provisions of Section 2.02 and the definitions
relating thereto, and the Resolutions. In the opinion of each
of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an
informed opinion as to whether or not all the conditions
precedent provided in the Indenture relating to the
establishment of the form of Note have been complied with. In
the opinion of the undersigned, all such conditions precedent
have been complied with.
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Officers' Certificate as of the 12th day of May,
1994.
/s/ Donald E. Kiernan
Donald E. Kiernan
President
/s/ Roger Wohlert
Roger Wohlert
Vice President
and Treasurer
[SEAL]
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Exhibit 4.b
FACE OF GLOBAL FLOATING RATE NOTE
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Southwestern Bell Capital Corporation or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository
or a nominee of a Depository. Unless and until it is exchanged in
whole or in part for Securities in definitive form in accordance with
the provisions of the Indenture and the terms of the Securities, this
Global Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or
by the Depository or any such nominee to a successor Depository or a
nominee of such successor Depository.
REGISTERED SOUTHWESTERN BELL PRINCIPAL
CAPITAL CORPORATION AMOUNT
NO. D- CUSIP
MEDIUM-TERM NOTE, SERIES D
Due From Nine Months To Thirty Years From Date of Issue
ISSUE PRICE: INTEREST DETERMINATION DATE:
ORIGINAL ISSUE DATE:
SETTLEMENT DATE: INTEREST RESET DATES:
RECORD DATE:
INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
INTEREST RATE:
SPECIFIED CURRENCY: BASE RATE:
MINIMUM DENOMINATIONS: MAXIMUM INTEREST RATE:
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PRINCIPAL AMOUNT: MINIMUM INTEREST RATE:
MATURITY DATE: SPREAD:
INDEX MATURITY: INTEREST PERIOD:
CALCULATION DATE: CALCULATION AGENT:
REDEMPTION:
SOUTHWESTERN BELL CAPITAL CORPORATION, a Delaware corporation
(herein called "Capital Corporation") for value received,
hereby promises to pay to Cede & Co., or registered assigns
the principal sum of on
the Maturity Date specified above, and to pay interest on said
principal sum, on the Interest Payment Dates for the Interest
Periods specified above, at the Interest Rate specified above,
and on any overdue principal and (to the extent that the
payment of such interest shall be legally enforceable) on any
overdue installment of interest at the Interest Rate. The
interest so payable, and punctually paid or duly provided for
on each Interest Payment Date will be paid to the person in
whose name this Note is registered on the close of business on
the Record Date next preceding such Interest Payment Date;
provided, however, that principal, premium, if any, and
interest payable on the Maturity Date will be payable to the
Person in whose name this Note is registered on the Maturity
Date.
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Payment of the principal of, premium, if any, and interest on
this Note due at the Maturity Date will be made at the
Maturity Date upon presentation of this Note, in immediately
available funds, at the office or agency of Capital
Corporation maintained for that purpose in the Borough of
Manhattan, the City of New York, in the Specified Currency.
Payment of interest on this Note due on any other Interest
Payment Date will be made by check mailed to the address of
the Person entitled thereto as such address shall appear in
the Note Register. Interest (other than interest payable at
maturity and upon redemption) on Notes in global form will be
paid by wire transfer to The Depository Trust Company or its
nominee in accordance with the Medium-Term Notes, Series D,
Administrative Procedures. Any interest not punctually paid
or duly provided for shall be payable as provided in the
Indenture.
The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually, as specified
above under "Interest Reset Date". The rate of interest
applicable to each Interest Reset Date shall be determined by
the Calculation Agent as set forth above under "Interest
Rate".
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, on which banks in The City of New York are
not required or authorized by law to close.
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Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect
as though fully set forth at this place.
This Note shall not be valid or obligatory for any purpose
until the certificate of authentication hereon shall have been
manually signed by the Trustee.
IN WITNESS WHEREOF, SOUTHWESTERN BELL CAPITAL CORPORATION has
caused this instrument to be signed in its name by the
facsimile signatures of its President and its Vice President
and Treasurer and has caused a facsimile of its corporate seal
to be imprinted hereon.
DATED: SOUTHWESTERN BELL CAPITAL CORPORATION
BY:
President
BY:
Vice President and Treasurer
Trustee's Certificate of Authentication
This is one of the Medium-Term Notes of
the series designated herein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
BY:
Authorized Signature
AGENCY FOR TRANSFER, EXCHANGE AND PAYMENT:
THE BANK OF NEW YORK
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REVERSE OF GLOBAL FLOATING RATE NOTE
SOUTHWESTERN BELL CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES D
This Note is one of a duly authorized issue of notes of
Capital Corporation (the "Securities") of the series specified
on the face hereof (hereinafter called the "Notes") limited in
aggregate principal amount to U.S. $1,000,000,000 (or the
equivalent thereof in one or more currencies or currency
units), issued or to be issued under and pursuant to an
indenture dated as of February 1, 1987, and supplemented by a
First Supplemental Indenture dated as of October 1, 1990 among
Capital Corporation, Southwestern Bell Corporation ("SBC") and
The Bank of New York, as Trustee (the "Trustee", which term
includes any successor Trustee under the Indenture), to which
indenture and First Supplemental Indenture and all indentures
supplemental thereto (collectively, the "Indenture") reference
is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the
Trustee, Capital Corporation, SBC and the holders of the
Securities. The Securities may be issued in one or more
series, which different series may be issued in various
aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates, may be subject
to different covenants and Events of Default and may otherwise
vary as provided in the Indenture.
Unless otherwise specified on the face hereof, the authorized
denominations of Notes denominated in U.S. dollars will be
U.S. $1,000 and any larger amount that is an integral multiple
of U.S. $1,000.
References herein to "U.S. dollars" or to "U.S.$" are to the
currency of the United States of America.
Holders of Notes and the Trustee are entitled to the benefits
of the Support Agreement dated as of November 10, 1986 (the
"Support Agreement") between Capital Corporation and SBC, in
which SBC has agreed to ensure the timely payment of
principal, premium, if any, and interest owed on certain
obligations of Capital Corporation, including the Notes;
however, no Holders of Notes or the Trustee will have recourse
to or against the stock or assets of Southwestern Bell
Telephone Company (the "Telephone Company") or any interest of
Capital Corporation or SBC in the Telephone Company.
The Indenture contains provisions permitting Capital
Corporation, SBC and the Trustee with the written consent of
the Holders of a majority in principal amount of the
outstanding Securities of each series affected by a
supplemental indenture (with each series voting as a class),
to enter into a supplemental indenture to add any provisions
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to or to change or eliminate any provisions of the Indenture
or to modify, in each case in any manner not covered by
provisions in the Indenture relating to amendments and waivers
without the consent of Holders, the rights of the Holders of
each such series. The Holders of a majority in principal
amount of the outstanding Securities of each series affected
by such waiver (with each series voting as a class), by notice
to the Trustee, may waive compliance by Capital Corporation or
SBC with any provisions of the Indenture, any supplemental
indenture or the Securities of any such series except a
default in the payment of the principal of or interest on any
Security. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not a notation of such waiver is
made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the respective
obligations of Capital Corporation or SBC, which are absolute
and unconditional, to pay the principal of and interest on
this Note (in the case of Capital Corporation) or make
payments in respect thereof under the Support Agreement (in
the case of SBC), at the times, place and rate, and in the
coin or currency, herein prescribed.
The Notes are issued in registered form without coupons.
When Notes are presented to the Registrar with a request to
register their transfer or to exchange them for an equal
principal amount of Notes of other authorized denominations
and like tenor, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions
are met. Capital Corporation will not make any charge for any
registration of transfer or exchange but may require the
payment by the party requesting such registration of transfer
or exchange of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Ownership of Notes shall be proved by the register for the
Notes kept by the Registrar. Capital Corporation, SBC, the
Trustee and any agent of Capital Corporation may treat the
person in whose name a Note is registered as the absolute
owner thereof for all purposes.
No director, officer, employee or stockholder, as such, of
Capital Corporation or SBC shall have any liability for any
obligations of Capital Corporation or SBC under this Note, the
Indenture or the Support Agreement or for any claim based on,
in respect of or by reason of such obligations or their
creation. Each Holder by accepting this Note waives and
releases all such liability. The waiver and release are part
of the consideration for the issue of this Note.
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All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Indenture and this Note shall be governed by and construed
in accordance with the law of the State of New York.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Please print or typewrite name and address including postal
zip code of assignee
the within
Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney
to transfer said Note on the books of Capital Corporation,
with full power of substitution in the premises.
Date:
Signature:
NOTICE: The signature to
this assignment must
correspond with the name as
written upon the face of
the within instrument in
every particular, without
alteration or enlargement
or any change whatever.
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