SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
SOUTHWESTERN BELL CAPITAL CORPORATION SBC COMMUNICATIONS INC.
175 E. Houston Street 175 E. Houston Street
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 351-3888 (210) 351-3888
As Issuer and Registrant of Debt As Issuer and Registrant of Securities
Securities and Obligations Pursuant to the
Support Agreement
A DELAWARE CORPORATION A DELAWARE CORPORATION
IRS TAXPAYER NO. 43-1420172 IRS TAXPAYER NO. 43-1301883
Agent for Service: Agent for Service:
ROGER W. WOHLERT JUDITH SAHM
Southwestern Bell Capital Corporation SBC Communications Inc.
175 E. Houston Street, 12th Floor 175 E. Houston Street, 11th Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
Please send copies of all communications to:
Wayne Wirtz, Esq. John T. Bostelman
SBC Communications Inc. Sullivan & Cromwell
175 E. Houston Street, 12th Floor 250 Park Avenue
San Antonio, Texas 78205-2233 New York, New York 10177
(210) 821-4105 (212) 558-4000
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered: each class is to be registered:
$75 Million 8.48% Medium-Term New York Stock Exchange
Notes, Series D, Due Dec. 8,
1999, of Southwestern Bell
Capital Corporation
Support Agreement for the benefit New York Stock Exchange
of holders of 8.48% Medium-Term
Notes, Series D, due Dec. 8, 1999
by SBC Communications Inc.
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please
check the following box: /X/
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2) please check the following box: / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1: Description of Registrant's Securities to be Registered.
For a full description of the $75 Million 8.48% Medium-Term Notes Due
December 8, 1999, (the "Notes") of Southwestern Bell Capital Corporation
("Capital Corporation") and the related support agreement (the "Support
Agreement") between Capital Corporation and SBC Communications Inc.,
formerly Southwestern Bell Corporation, ("SBC"), dated November 10, 1986,
being registered hereby, reference is made to (a) the information contained
under the caption "Description of Debt Securities" and "Description of the
Support Agreement" in the Prospectus, dated August 12, 1992 (the
"Prospectus"), which forms part of the registration statement on Form S-3
(33-45490 and 33-45490-01) filed by Capital Corporation and SBC with the
Securities and Exchange Commission on February 3, 1992, under the
Securities Act of 1933, as amended (the "Registration Statement"), (b) the
information contained under the caption "Description of Medium-Term Notes"
in the Prospectus Supplement relating to the Notes, dated August 19, 1992
(the "Prospectus Supplement"), to the Prospectus and (c) the information
contained in the Pricing Supplement No. 31D relating to the Notes, dated
December 5, 1994 (the "Pricing Supplement"), to the Prospectus Supplement
and Prospectus. The information contained in the Registration Statement,
Prospectus, Prospectus Supplement and Pricing Supplement is incorporated
herein by reference.
Item 2: Exhibits.
The exhibits in parentheses below, on file with the Securities and
Exchange Commission, are incorporated herein by reference as exhibits
hereto. In the exhibits described below, Southwestern Bell Corporation is
now SBC Communications Inc.
Exhibit
Number Description
4-a Indenture, dated as of February 1, 1987, among Southwestern Bell
Capital Corporation, Southwestern Bell Corporation, and The Bank
of New York, Trustee. (Exhibit 4-a to Registration Statement No.
2-11669.)
4-b First Supplemental Indenture, dated October 1, 1990, among
Southwestern Bell Capital Corporation, Southwestern Bell
Corporation, and The Bank of New York, Trustee. (Exhibit 4-a to
Form 8-K, date of report January 7, 1991, File 1-8610.)
4-c Support Agreement between Southwestern Bell Capital Corporation
and Southwestern Bell Corporation. (Exhibit 4-b to Registration
Statement No. 33-11669.)
4-d Form of Global Security. (Exhibit 4-b to Form 8-K, date of
report August 19, 1992, File 1-8610.)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
SOUTHWESTERN BELL CAPITAL
CORPORATION
Date: December 8, 1995 By: /s/ Donald E. Kiernan_
Donald E. Kiernan
President
SBC COMMUNICATIONS INC.
Date: December 8, 1995 By: /s/ Donald E. Kiernan_
Senior Vice President, Treasurer
and Chief Financial Officer
