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: September 30, 1996
SBC COMMUNICATIONS INC.
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
Item 5. Other Events
On August 22, 1996, Moody's Investors Service lowered the ratings
of Pacific Bell's debentures and notes from Aa3 to A1, Pacific
Bell's shelf registration of debt securities from (P)Aa3 to
(P)A1, PacTel Capital Resources' medium-term notes from A1 to A2,
PacTel Capital Resources' shelf registration of debt securities
from (P)A1 to (P)A2, and Pacific Telesis Financing I and II's
Trust Originating Preferred Securities from "a1" to "a2". It also
lowered Pacific Telesis Group's counterparty Rating from A1 to
A2.
On September 27, 1996, Southwestern Bell Capital Corporation, a
wholly-owned subsidiary of SBC Communications Inc., changed its
name to SBC Communications Capital Corporation.
Item 7. Financial Statements and Exhibits
SBC Communications Inc. is filing herewith the following
exhibits:
(c) Exhibits.
Exhibit
Number Description
1 Selling Agency Agreement, dated September 30,
1996, among SBC Communications Capital Corporation, SBC
Communications Inc., Salomon Brothers Inc, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Bear, Stearns & Co. Inc., relating to
$1,000,000,000 Medium-Term Notes, Series E, Due Nine
Months or More From Date of Issue.
4-a SBC Communications Capital Corporation Officers'
Certificate dated September 30, 1996, setting forth
the terms of the Medium-Term Notes, Series E, Due Nine
Months or More From Date of Issue, pursuant to section
2.02(a) of the Indenture.
4-b Form of Fixed Rate Note.
4-c Form of Floating Rate Note.
4-d Form of Global Fixed Rate Note.
4-e Form of Global Floating Rate Note.
15 Letter re: unaudited interim financial information.
23 Consent of Coopers & Lybrand L.L.P., Independent
Auditors.
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.
SBC Communications Inc.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
September 30, 1996
Exhibit 1
SBC Communications Capital Corporation
U.S. $1,000,000,000 Medium-Term Notes, Series E
Due Nine Months or More From Date of Issue
Selling Agency Agreement
September 30, 1996
Salomon Brothers Inc
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Bear, Stearns & Co. Inc.
Dear Sirs:
SBC Communications Capital Corporation, formerly known as
Southwestern Bell Capital Corporation, a Delaware corporation
("Capital Corporation"), confirms its agreement with each of you
(collectively, the "Agents" and individually, an "Agent") with
respect to the issue and sale by Capital Corporation of up to
U.S. $1,000,000,000 aggregate principal amount (or the equivalent
thereof in one or more currencies or currency units) of its
Medium-Term Notes, Series E, Due Nine Months or More From Date of
Issue (the "Notes"). The Notes will be issued under an indenture
dated as of February 1, 1987, as supplemented by a First
Supplemental Indenture dated as of October 1, 1990 (together, the
"Indenture"), among Capital Corporation, SBC Communications Inc.,
formerly known as Southwestern Bell Corporation, a Delaware
corporation ("SBC"), and The Bank of New York, as trustee (the
"Trustee"). All Notes will have the benefit of the Support
Agreement dated as of November 10, 1986 (the "Support
Agreement"), entered into between Capital Corporation and SBC,
the parent company and sole stockholder of Capital Corporation.
In the Support Agreement, SBC has agreed to ensure the timely
payment of principal, premium, if any, and interest owed on debt
securities of Capital Corporation ("Debt Securities"), including
the Notes; however, no holder of such Debt Securities or other
lender ("Lender") will have recourse to or against the stock or
assets of Southwestern Bell Telephone Company, a Missouri
corporation (the "Telephone Company") and a wholly owned
subsidiary of SBC, or any interest of SBC or Capital Corporation
in the Telephone Company. SBC's obligations pursuant to the
Support Agreement with respect to Debt Securities of Capital
Corporation, including the Notes, are herein referred to as
"Support Obligations." SBC is not the issuer of the Debt
Securities and the obligations, warranties, representations and
agreements attributed to SBC herein are made solely in its
capacity as issuer of the Support Obligations; provided, however,
that the foregoing shall not in any way whatsoever limit SBC's
obligations under Section 8 hereof.
Unless otherwise specified in the applicable supplement to
the Prospectus referred to below, the Notes will be issued only
in registered form in minimum denominations of U.S. $1,000 and
any amount in excess thereof that is an integral multiple of U.S.
$1,000 or, in the case of Notes denominated in a currency other
than U.S. dollars, the authorized denominations set forth in the
applicable supplement to the Prospectus.
The Notes will have the maturities, interest rates, if any,
redemption provisions and other terms set forth in a supplement
to the Prospectus referred to below. The Notes will be issued,
and the terms thereof established, in accordance with the
Indenture and the Medium-Term Notes, Series E Administrative
Procedures as may be agreed to from time to time by Capital
Corporation, SBC, each Agent and the Trustee (the "Procedures").
The Procedures may only be amended by written agreement of
Capital Corporation, SBC, the Agents and the Trustee.
1. Representations and Warranties. Capital Corporation and SBC
represent and warrant to, and agree with, each of you that:
(a)Capital Corporation and SBC meet the requirements for
use of Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act"), and have filed with the
Securities and Exchange Commission ("SEC") a
registration statement (No. 33-56909), which has become
effective, for the registration under the Securities Act
of the Notes and related Support Obligations. Such
registration statement, as amended at the date of this
Selling Agency Agreement (the "Agreement"), meets the
requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies in all other material
respects with said Rule. In connection with the sale of
the Notes and related Support Obligations, Capital
Corporation and SBC propose to file with the SEC
pursuant to Rule 424 under the Securities Act a
supplement to the form of prospectus included in such
registration statement relating to the Notes and related
Support Obligations and the plan of distribution thereof
and have previously advised the Agent of all further
information (financial and other) with respect to
Capital Corporation and SBC to be set forth therein.
Such registration statement, including the exhibits
thereto, as amended to the date of this Agreement, is
herein collectively called the "Registration Statement";
such prospectus, as supplemented pursuant to the
previous sentence, is herein called the "Prospectus."
Any reference herein to the Registration Statement or
the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein which
were filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on or before the date of
this Agreement or the date of the Prospectus, as the
case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed
to refer to and include the filing of any document under
the Exchange Act after the date of this Agreement or the
date of the Prospectus, as the case may be, incorporated
therein by reference. Capital Corporation has been
advised by the SEC in a No-Action Letter that separate
financial information regarding Capital Corporation need
not be included in any registration statement on Form S-
3 filed by Capital Corporation and SBC with respect to
any Debt Securities and the Support Agreement. The SEC
also stated in such No-Action Letter that it will not
raise any objection if Capital Corporation does not file
periodic reports pursuant to Sections 13 and 15(d) of
the Exchange Act.
(b)As of the date hereof, when any amendment to the
Registration Statement becomes effective (including the
filing of any document incorporated by reference in the
Registration Statement), when any supplement to the
Prospectus is filed with the SEC, and at the date of
delivery by Capital Corporation of any Notes sold
hereunder (a "Closing Date"), (i) the Registration
Statement, as amended as of any such time, the
Prospectus as supplemented as of any such time, and the
Indenture will comply in all material respects with the
applicable requirements of the Securities Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the Exchange Act and the respective rules and
regulations thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the
Prospectus as supplemented as of any such time, will
contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein
or necessary in order to make the statements therein not
misleading; provided, however, that neither Capital
Corporation nor SBC makes any representations or
warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility (Form T-l) under the Trust Indenture Act of
the Trustee or (ii) the information contained in or
omitted from the Registration Statement or Prospectus in
reliance upon and in conformity with information
furnished in writing to Capital Corporation or SBC by or
on behalf of you specifically for use in connection with
the preparation of the Registration Statement and the
Prospectus.
(c)As of the date hereof, when any amendment to the
Registration Statement becomes effective (including the
filing of any document incorporated by reference in the
Registration Statement), when any supplement to the
Prospectus is filed with the SEC, and at the Closing
Date, no order, consent, approval, authorization,
registration or qualification of or with any
governmental agency or body having jurisdiction over
Capital Corporation or SBC or any of their properties is
required for the issue and sale of the Notes or the
consummation by Capital Corporation or SBC of the
transactions contemplated by this Agreement or the
Indenture, except such as have been, or will have been
prior to the Closing Date, obtained under the Act and
the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may
be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the
Notes.
2. Appointment of Agents; Solicitations by the Agents of Offers
to Purchase; Sales of Notes to a Purchaser.
(a)Subject to the terms and conditions set forth herein,
Capital Corporation hereby authorizes each of the Agents
to act as its agent to solicit offers for the purchase
of all or part of the Notes from Capital Corporation.
On the basis of the representations and warranties,
and subject to the terms and conditions set forth
herein, each of the Agents agrees, as agent of Capital
Corporation, to use its reasonable best efforts to
solicit offers to purchase the Notes from Capital
Corporation upon the terms and conditions set forth in
the Prospectus as amended or supplemented and in the
Procedures.
Capital Corporation reserves the right, in its sole
discretion, to instruct the Agents to suspend at any
time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon
receipt of instructions from Capital Corporation, the
Agents will forthwith suspend solicitation of offers to
purchase Notes from Capital Corporation until such time
as Capital Corporation has advised it that such
solicitation may be resumed.
Capital Corporation agrees to pay each Agent (or
jointly to two or more Agents if such solicitation is
jointly made) a commission, at the time of settlement of
each sale of Notes by Capital Corporation as a result of
a solicitation made by such Agent, in an amount equal to
that percentage specified in Schedule I hereto of the
aggregate principal amount of the Notes sold by Capital
Corporation, and such commission shall be payable as
specified in the Procedures. Capital Corporation's
obligations to pay costs and expenses under this
subparagraph shall be deemed to be "Other Obligations"
of Capital Corporation entitled to the benefits of the
Support Agreement.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be
solicited by an Agent as agent for Capital Corporation
at such time and in such amounts as such Agent deems
advisable.
Capital Corporation may appoint other agents for the
purpose of soliciting purchases of the Notes and related
Support Obligations on a continuous or limited basis,
provided that such agent is engaged on the same
commission schedule as the Agents (set forth hereto as
Schedule I).
(b)Subject to the terms and conditions stated herein,
Capital Corporation agrees that, whenever Capital
Corporation determines to sell Notes directly to you as
principal for resale to others, it will enter into a
Terms Agreement, as defined below, relating to such sale
in accordance with the provisions of this Section 2(b).
For the purposes of this Agreement, the term "Agent"
shall refer to each of you acting solely in the capacity
as agent for Capital Corporation hereunder and not as
principal, the term "Purchaser" shall refer to each of
you acting solely as principal hereunder and not as
agent, and the term "you" shall refer to any of you
acting in both such capacities or in either such
capacity.
Each sale of Notes to the Purchaser shall be made in
accordance with the terms of this Agreement and the
Procedures and a supplemental agreement which will
provide for the sale of such Notes to, and the purchase
and reoffering thereof by, the Purchaser. Each such
supplemental agreement (which may be in either oral or
written form) is herein referred to as a "Terms
Agreement." The Purchaser's commitment to purchase
Notes pursuant to any Terms Agreement shall be deemed to
have been made on the basis of the representations and
warranties of Capital Corporation and SBC herein
contained and shall be subject to the terms and
conditions herein set forth. Each Terms Agreement shall
describe the Notes to be purchased by the Purchaser
pursuant thereto, specify the aggregate principal amount
of such Notes, the price to be paid to Capital
Corporation for such Notes, the maturity date of such
Notes, the rate at which interest will be paid on the
Notes, the date and time of delivery of payment for such
Notes (the "Purchase Date"), the place of delivery of
the Notes and payment therefor, the method of payment
and the requirements, if any, for the delivery of the
opinion of counsel, the certificates from Capital
Corporation and SBC or their officers, the letters from
Ernst & Young LLP, and any other accountants that have
audited financial statements included or incorporated by
reference in the Registration Statement or Prospectus,
pursuant to Section 6(b) and such other matters as
determined by the parties thereto. Such Terms Agreement
may also specify the period of time referred to in
Section 4(m). Any written Terms Agreement may be in the
form attached hereto as Exhibit A.
Delivery of the certificates for Notes sold to the
Purchaser pursuant to any Terms Agreement shall be made
as agreed to between Capital Corporation and the
Purchaser as set forth in the respective Terms
Agreement, not later than the Purchase Date set forth in
such Terms Agreement, against payment of funds to
Capital Corporation in the net amount due to Capital
Corporation for such Notes by the method and in the form
set forth in the respective Terms Agreement.
Unless otherwise agreed to between Capital
Corporation and the Purchaser in a Terms Agreement, any
Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal
amount thereof less a percentage equal to the commission
applicable to an agency sale of a Note of identical
maturity and (ii) may be resold by such Purchaser at
varying prices from time to time, or if set forth in the
applicable Terms Agreement and Pricing Supplement, at a
fixed public offering price. In connection with any
resale of Notes purchased, a Purchaser may use a selling
or dealer group and may reallow to any broker or dealer
any portion of the discount or commission payable
pursuant hereto.
(c)Capital Corporation reserves the right to sell Notes
directly to investors on its own behalf or to purchasers
(other than the Agents) acting as principal for resale
to others.
3. Offering Procedure. Each of the Agents shall communicate to
Capital Corporation, orally or in writing, each offer to
purchase Notes (other than those offers rejected by an Agent
as provided herein) on terms previously communicated by
Capital Corporation to such Agent, and except as otherwise
provided in the Procedures, Capital Corporation shall have
the sole right to accept such offers to purchase Notes and
may refuse any proposed purchase of Notes, as a whole or in
part, for any reason. Each of the Agents shall have the
right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes, as a whole or in part, and any
such rejection shall not be deemed a breach of its agreement
contained herein. Each of the Agents and Capital Corporation
agree to perform the respective duties and obligations
specifically provided to be performed by them in the
Procedures.
4. Agreements. Capital Corporation and SBC agree with each of
you that:
(a)Prior to the termination of the offering of the Notes
and related Support Obligations, Capital Corporation and
SBC will not file any amendment of the Registration
Statement nor will Capital Corporation or SBC file any
supplement to the Prospectus (except for (i) an
amendment or supplement consisting solely of the filing
of a document under the Exchange Act, (ii) a supplement
relating to an offering of securities other than the
Notes, or (iii) a supplement relating solely to pricing
and related information concerning a particular sale of
Notes) unless Capital Corporation and SBC have furnished
you a copy of such proposed amendment or supplement for
your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, Capital
Corporation and SBC will cause each supplement to the
Prospectus to be filed with the SEC as required pursuant
to Rule 424 under the Securities Act. Capital
Corporation and SBC will promptly advise you (i) when
each supplement to the Prospectus shall have been filed
with the SEC pursuant to Rule 424 under the Securities
Act, (ii) when any amendment of the Registration
Statement shall have become effective, (iii) of any
request by the SEC for any amendment of the Registration
Statement or amendment of or supplement to the
Prospectus or for any additional information, (iv) of
the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (v) of the receipt by Capital Corporation or
SBC of any notification with respect to the suspension
of the qualification of the Notes or related Support
Obligations for sale in any jurisdiction or the
initiation or threatening of any proceeding for such
purpose. Capital Corporation and SBC will promptly
(upon filing thereof) furnish you a copy of any
amendment or supplement to the Prospectus or
Registration Statement not furnished to you for prior
review pursuant to exceptions (i), (ii) or (iii) of the
first sentence of this subsection (a). Capital
Corporation and SBC will use their best efforts to
prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal
thereof.
(b)If, at any time when a prospectus relating to the
Notes or related Support Obligations is required to be
delivered under the Securities Act, any event occurs as
a result of which the Registration Statement, as then
amended, or the Prospectus, as then supplemented, would
include any untrue statement of a material fact or omit
to state any material fact necessary to amend the
Registration Statement or to make the statements therein
in light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend the
Registration Statement or to supplement the Prospectus
to comply with the Securities Act or the Exchange Act or
the respective rules and regulations thereunder, Capital
Corporation and SBC promptly will (i) notify you to
suspend solicitation of offers to purchase Notes and
related Support Obligations (and, if so notified by
Capital Corporation and SBC, you shall forthwith suspend
such solicitation and cease using the Prospectus as then
amended or supplemented), (ii) prepare and file with the
SEC, subject to the first sentence of paragraph (a) of
this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment or
supplement which will effect such compliance and (iii)
supply any such amended or supplemented Prospectus to
you in such quantities as you may reasonably request.
If such amendment or supplement, and documents,
certificates and opinions furnished to you pursuant to
paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement
are reasonably satisfactory in all respects to you, you
will, upon the filing of such amendment or supplement
with the SEC and upon the effectiveness of an amendment
to the Registration Statement if such an amendment is
required, resume your obligation to solicit offers to
purchase Notes and related Support Obligations
hereunder.
(c)As soon as practicable, SBC will make generally
available to its security holders and to you an earnings
statement or statements of SBC which will satisfy the
provisions of Section 11(a) of the Securities Act and
Rule 158 under the Securities Act.
(d)Until the termination of the offering of the Notes,
to file timely all documents, and any amendments to
previously filed documents, required to be filed by
Capital Corporation or SBC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act.
(e)Capital Corporation will furnish to you and to your
counsel, without charge, copies of the Registration
Statement (including exhibits thereto) and each
amendment thereto which shall become effective and, so
long as delivery of a prospectus may be required by the
Securities Act, as many copies of any preliminary
Prospectus and the Prospectus and any amendments thereof
and supplements thereto as you may reasonably request.
(f)Capital Corporation will endeavor to qualify the
Notes and related Support Obligations for sale under the
laws of such jurisdictions as you may designate and will
maintain such qualifications in effect so long as
required for the distribution of the Notes and related
Support Obligations, provided that in connection
therewith Capital Corporation and SBC shall not be
required to qualify as foreign corporations or take any
action which would subject them to general or unlimited
service of process in any jurisdiction where they are
not now so subject.
(g)Capital Corporation and SBC shall furnish to you such
documents, certificates of officers of Capital
Corporation and SBC and opinions of counsel for Capital
Corporation and SBC relating to the business, operations
and affairs of Capital Corporation and SBC, the
Registration Statement, any preliminary Prospectus, the
Prospectus, and any amendments or supplements thereto,
the Indenture, the Support Agreement, the Notes, the
Support Obligations, this Agreement, the Procedures and
the performance by Capital Corporation and SBC and you
of the respective obligations of each hereunder and
thereunder as you may from time to time and at any time
prior to the termination of this Agreement reasonably
request.
(h)Capital Corporation shall, whether or not any sale of
any Notes is consummated, (i) pay all expenses incident
to the performance of its obligations under this
Agreement, including the fees and disbursements of its
accountants and counsel, the cost of printing and
delivery of the Registration Statement, the Prospectus,
all amendments thereof and supplements thereto, the
Indenture, this Agreement and all other documents
relating to the offering, the cost of preparing,
printing, packaging and delivering the Notes, the fees
and disbursements, including fees of counsel, incurred
in connection with the qualification of the Notes for
sale and determination of eligibility for investment of
the Notes under the securities or Blue Sky laws of each
such jurisdiction as the Agent may reasonably designate,
the fees and disbursements of the Trustee and the fees
of any agency that rates the Notes, (ii) reimburse you
on an as-needed basis for all out-of-pocket expenses
incurred by you and approved by Capital Corporation in
advance, in connection with the offering and the sale of
the Notes, and (iii) be responsible for the reasonable
fees and expenses of your counsel incurred in connection
with the offering and sale of the Notes. Capital
Corporation's obligations to pay costs and expenses
under this subparagraph shall be deemed to be "Other
Obligations" of Capital Corporation entitled to the
benefits of the Support Agreement.
(i)Each acceptance by Capital Corporation of an offer to
purchase Notes (the date of each such acceptance, an
"Acceptance Date") will be deemed to be a representation
and warranty to you by Capital Corporation and SBC that
neither the Registration Statement nor the Prospectus,
as then amended or supplemented, fails to reflect any
facts or events which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement or the Prospectus,
as then amended or supplemented, and/or includes any
untrue statement of a material fact, or omits to state
any material fact necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading, except that the
foregoing does not apply to (i) that part of the
Registration Statement which shall constitute the
Statement of Eligibility (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement
or the Prospectus or any amendment thereof or supplement
thereto in reliance upon and in conformity with
information furnished in writing to Capital Corporation
by or on behalf of you specifically for use in
connection with the preparation of the Registration
Statement and the Prospectus or any amendments thereof
or supplements thereto.
(j)Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by (i)
an amendment or supplement consisting solely of the
filing of a document under the Exchange Act unless such
amendment or supplement sets forth or incorporates by
reference financial statements for a fiscal quarter or
unless otherwise requested by you, (ii) a supplement
relating to an offering of securities other than the
Notes, or (iii) a supplement relating solely to pricing
and related information concerning a particular sale of
Notes), Capital Corporation and SBC will each deliver or
cause to be delivered forthwith to you a certificate of
it signed by its Chairman of the Board or its President
or a Vice President and its Treasurer or an Assistant
Treasurer, dated the date of the effectiveness of such
amendment or the date of filing of such supplement, in
form reasonably satisfactory to you, to the effect that
the statements contained in the certificate that was
last furnished to you by it pursuant to either Section
5(e) or this Section 4(j) are true and correct at the
time of the effectiveness of such amendment or the
filing of such supplement as though made at and as of
such time (except that (i) the last day of the fiscal
quarter for which financial statements of SBC were last
filed with the SEC shall be substituted for the
corresponding date in such certificate and (ii) such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or
the filing of such supplement) or, in lieu of such
certificate, a certificate of the same tenor as the
certificate referred to in Section 5(e) but modified to
relate to the last day of the fiscal quarter for which
financial statements of SBC were last filed with the SEC
and to the Registration Statement and the Prospectus as
amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement.
(k)Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by (i)
an amendment or supplement consisting solely of the
filing of a document under the Exchange Act unless such
amendment or supplement sets forth or incorporates by
reference financial statements for a fiscal quarter or
unless otherwise requested by you, (ii) a supplement
relating to an offering of securities other than the
Notes, or (iii) a supplement relating solely to pricing
and related information concerning a particular sale of
Notes), Capital Corporation and SBC shall each furnish
or cause to be furnished forthwith to you a written
opinion of its counsel satisfactory to you, and, at your
option, Sullivan & Cromwell shall furnish to you a
written opinion, dated the date of the effectiveness of
such amendment or the date of filing of such supplement,
in form satisfactory to you, of the same tenor as the
opinion referred to in Sections 5(b), 5(c) and 5(d),
respectively, but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or
the filing of such supplement or, in lieu of such
opinion, counsel last furnishing such an opinion to you
may furnish you with a letter to the effect that you may
rely on such last opinion to the same extent as though
it were dated the date of such letter authorizing
reliance (except that statements in such last opinion
will be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the
filing of such supplement).
(l)Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth
amended or supplemental financial information or such
amended or supplemental information is incorporated by
reference in the Registration Statement or the
Prospectus, Capital Corporation and SBC shall cause
Ernst & Young LLP, independent auditors, and any other
accountants that have audited financial statements
included or incorporated by reference in the
Registration Statement and Prospectus, forthwith to
furnish you a letter, dated the date of the
effectiveness of such amendment or the date of filing of
such supplement, in form satisfactory to you, of the
same tenor as the letters referred to in Section 5(f)
with such changes as may be necessary to reflect the
amended and supplemental financial information included
or incorporated by reference in the Registration
Statement and the Prospectus, as amended or supplemented
to the date of such letter, provided that if the
Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by
reference unaudited financial information as of and for
a fiscal quarter, Ernst & Young LLP and any other
accountants that have audited financial statements
included or incorporated by reference in the
Registration Statement and Prospectus may limit the
scope of their letter, which shall be satisfactory in
form to you, to the unaudited financial statements
included or incorporated by reference in such amendment
or supplement, unless any other information included or
incorporated by reference therein of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information derived
from the general accounting records of SBC) is of such a
nature that, in your reasonable judgment, such letter
should cover such other information.
(m)During the period, if any, specified in any Terms
Agreement, neither Capital Corporation nor SBC shall
without the prior consent of the Purchaser, issue or
announce the proposed issuance of any of its Debt
Securities, including Notes or any Support Obligation
with respect thereto, which Debt Securities have terms
substantially similar to those of the Notes being
purchased pursuant to such Terms Agreement.
5. Conditions to the Obligations of the Agents. The obligation
of each of the Agents to solicit offers to purchase the
Notes shall be subject to the accuracy of the
representations and warranties on the part of Capital
Corporation and SBC contained herein as of the date hereof,
as of the date of the effectiveness of any amendment to the
Registration Statement (including the filing of any document
incorporated by reference therein), as of the date any
supplement to the Prospectus is filed with the SEC, as of
each Acceptance Date and as of each Closing Date, to the
accuracy of the statements of Capital Corporation and SBC
made in any certificates pursuant to the provisions hereof,
to the performance by Capital Corporation and SBC of their
respective obligations hereunder and to the following
additional conditions:
(a)No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b)Capital Corporation shall have furnished to the
Agents the opinion of counsel to Capital Corporation,
dated the date hereof, to the effect that:
(i) Capital Corporation has been duly
incorporated and is validly existing as a
corporation in good standing under the laws of the
state of Delaware, with full corporate power and
authority to own its properties and conduct its
business as described in the Prospectus, and is duly
qualified to do business as a foreign corporation
and is in good standing under the laws of each
jurisdiction which requires such qualification
wherein it owns or leases properties or conducts
business, except where the failure to so qualify
would not have a material adverse effect on Capital
Corporation;
(ii) the Indenture has been duly qualified
under the Trust Indenture Act; and each of the
Indenture and the Support Agreement has been duly
authorized, executed and delivered, and constitutes
a legal, valid and binding instrument enforceable
against Capital Corporation in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or
affecting creditors' rights, generally from time to
time in effect and to general principles of equity);
the Notes have been duly authorized and established
in conformity with the Indenture, and, when the
terms of the Notes have been duly established in
conformity with the Indenture so as not to violate
or conflict with any provisions of law or any
agreement or instrument applicable to Capital
Corporation or any of its properties, when the Notes
have been duly executed by the proper officers of
Capital Corporation, registered and duly
authenticated pursuant to the Indenture and
delivered to and paid for by the purchasers thereof,
the Notes will constitute legal, valid and binding
obligations of Capital Corporation entitled to the
benefits of the Indenture;
(iii) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority, body or any arbitrator involving Capital
Corporation, of a character required to be disclosed
in the Registration Statement which is not
adequately disclosed in the Prospectus, and there is
no franchise, contract or other document of a
character required to be described in the
Registration Statement or Prospectus, or to be filed
as an exhibit, which is not described or filed as
required; and the statements included or
incorporated in the Prospectus describing any legal
proceedings or material contracts or agreements
relating to Capital Corporation fairly summarize
such matters;
(iv) the Registration Statement and any
amendments thereto have become effective under the
Securities Act; to the best knowledge of such
counsel, no stop order suspending the effectiveness
of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the
Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue
dates (other than the financial statements and other
financial and statistical information contained
therein as to which such counsel need express no
opinion) complied as to form in all material
respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust
Indenture Act and the respective rules and
regulations thereunder; and such counsel has no
reason to believe that the Registration Statement,
or any amendment thereof, at the time it became
effective or at the date of this Agreement,
contained any untrue statement of a material fact or
omitted to state any material fact required to be
stated therein or necessary to make the statements
therein not misleading or that the Prospectus, at
its issue date or at the date of this Agreement,
included any untrue statement of a material fact or
omitted to state a material fact necessary to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading;
(v) this Agreement has been duly authorized,
executed and delivered by Capital Corporation;
(vi) no order, consent, approval,
authorization, registration or qualification of or
with any governmental agency or body having
jurisdiction over Capital Corporation or any of its
properties is required for the issue and sale of the
Notes and related Support Obligations or the
consummation by Capital Corporation of the
transactions contemplated by this Agreement or the
Indenture or the Support Agreement, except such as
have been, or will have been prior to the Closing
Date, obtained under the Securities Act and the
Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as
may be required under state securities or Blue Sky
laws in connection with the sale and distribution of
the Notes and related Support Obligations; and
(vii) neither the execution and delivery of
the Indenture, the Support Agreement or this
Agreement, the issue and sale of the Notes and
related Support Obligations (when the terms of the
Notes have been duly established in conformity with
the Indenture so as not to violate or conflict with
any provisions of law or any agreement or instrument
applicable to Capital Corporation or any of its
properties and when the Notes have been duly
executed by the proper officers of Capital
Corporation, registered and duly authenticated
pursuant to the Indenture and delivered to and paid
for by the purchasers thereof), nor the consummation
of any other of the transactions herein or therein
contemplated nor the fulfillment of the terms hereof
or thereof will conflict with, result in a breach
of, or constitute a default under, the charter or by-
laws of Capital Corporation or the terms of any
indenture or other agreement or instrument known to
such counsel and to which Capital Corporation is a
party or by which Capital Corporation or any of its
assets are bound, or any order or regulation known
to such counsel to be applicable to Capital
Corporation of any court, regulatory body,
administrative agency, governmental body or
arbitrator having jurisdiction over Capital
Corporation.
In rendering such opinion, such counsel may rely, as
to the execution of the Indenture by the Trustee, upon a
certificate of the Trustee setting forth the facts as to
such execution.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the states of Delaware or
Missouri or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion
of other counsel of good standing believed to be
reliable and who are satisfactory to the Agents and (B)
as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of Capital
Corporation and public officials.
(c)SBC shall have furnished to the Agents the opinion of
its general counsel, dated the date hereof, to the
effect that:
(i) each of SBC and its principal
subsidiaries has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power
and authority to own its properties and conduct its
business as described in the Prospectus, and is duly
qualified to do business as a foreign corporation
and is in good standing under the laws of each
jurisdiction which requires such qualification
wherein it owns or leases properties or conducts
business, except where the failure to qualify would
not have a material adverse effect on SBC and its
subsidiaries taken as a whole;
(ii) the Indenture has been duly qualified
under the Trust Indenture Act; and each of the
Indenture and the Support Agreement has been duly
authorized, executed and delivered, and constitutes
a legal, valid and binding instrument enforceable
against SBC in accordance with its terms (subject,
as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors' rights generally
from time to time in effect and to general
principles of equity); and when the Notes have been
duly issued, delivered and paid for by the
purchasers thereof, the Support Obligations relating
thereto will constitute legal, valid and binding
obligations of SBC entitled to the benefits of the
Indenture and the Support Agreement;
(iii) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving SBC or
any of its principal subsidiaries, of a character
required to be disclosed in the Registration
Statement which is not adequately disclosed in the
Prospectus, and there is no franchise, contract or
other document of a character required to be
described in the Registration Statement or
Prospectus, or to be filed as an exhibit, which is
not described or filed as required; and the
statements included or incorporated in the
Prospectus describing any legal proceedings or
material contracts or agreements relating to SBC or
any of its principal subsidiaries fairly summarize
such matters;
(iv) the Registration Statement and any
amendments thereto have become effective under the
Securities Act; to the best knowledge of such
counsel, no stop order suspending the effectiveness
of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the
Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue
dates (other than the financial statements and other
financial and statistical information contained
therein as to which such counsel need express no
opinion) complied as to form in all material
respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust
Indenture Act and the respective rules and
regulations thereunder; and such counsel has no
reason to believe that the Registration Statement,
or any amendment thereof, at the time it became
effective or at the date of the Agreement, contained
any untrue statement of a material fact or omitted
to state any material fact required to be stated
therein or necessary to make the statements therein
not misleading or that the Prospectus, at its issue
date or at the date of this Agreement, included any
untrue statement of a material fact or omitted to
state a material fact necessary to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading;
(v) this Agreement has been duly authorized,
executed and delivered by SBC;
(vi) no order, consent, approval,
authorization, registration or qualification of or
with any governmental agency or body having
jurisdiction over SBC or any of its principal
subsidiaries or any of its properties is required
for the consummation of the transactions
contemplated herein except such as have been, or
will have been prior to the Closing Date, obtained
under the Securities Act and the Trust Indenture Act
and such consents, approvals, authorizations,
registrations or qualifications required under state
securities or Blue Sky laws in connection with the
sale of the Notes and related Support Obligations as
contemplated by this Agreement and such other
approvals (specified in such opinion) as have been
obtained;
(vii) neither the execution and delivery of
the Indenture, the Support Agreement or this
Agreement, the issue and sale of the Notes and
related Support Obligations, nor the consummation of
any other of the transactions herein or therein
contemplated nor the fulfillment of the terms hereof
or thereof will conflict with, result in a breach
of, or constitute a default under, the charter or by-
laws of SBC or the terms of any indenture or other
agreement or instrument known to such counsel and to
which SBC is a party or is bound, or any order or
regulation known to such counsel to be applicable to
SBC of any court, regulatory body, administrative
agency, governmental body or arbitrator having
jurisdiction over SBC; and
(viii) no holders of securities of SBC have
rights to the registration of such securities under
the Registration Statement.
In rendering such opinion, such counsel may rely, as
to the execution of the Indenture by the Trustee, upon a
certificate of the Trustee setting forth the facts as to
such execution.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the states of Delaware or
Missouri or of the United States, to the extent deemed
proper and specified in such opinion, upon the opinion
of other counsel of good standing believed to be
reliable and who are satisfactory to the Agents and (B)
as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of SBC and public
officials.
(d)The Agents shall have received from Sullivan &
Cromwell, counsel for the Agents, such opinion or
opinions, dated the date hereof, with respect to the
issuance and sale of the Notes, the Indenture, the
Support Agreement, the Registration Statement, the
Prospectus and other related matters as the Agents may
reasonably require, and Capital Corporation and SBC
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass
upon such matters.
(e)Each of Capital Corporation and SBC shall have
furnished to the Agents a certificate signed by its
Chairman of the Board or its President or a Vice
President and its Treasurer or an Assistant Treasurer
stating that after reasonable investigation and to the
best of their knowledge:
(i) the representations and warranties of
Capital Corporation or SBC, as the case may be, in
this Agreement are true and correct in all material
respects on and as of the date hereof with the same
effect as if made on the date hereof; Capital
Corporation or SBC, as the case may be, has complied
with all the agreements and satisfied all the
conditions on its part to be performed or satisfied
as a condition to the obligation of the Agents to
solicit offers to purchase the Notes and related
Support Obligations; and the conditions set forth in
Paragraph 5(a) have been fulfilled;
(ii) as of the date of the Prospectus, the
Registration Statement and the Prospectus did not
include any untrue statement of a material fact and
did not omit to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading; and
(iii) since the date of the most recent
financial statements included or incorporated by
reference in the Prospectus, there has been no
material adverse change in the condition (financial
or other), earnings, business or properties of SBC
and its subsidiaries, whether or not arising from
transactions in the ordinary course of business,
except as set forth in or contemplated in the
Prospectus.
(f)Capital Corporation and SBC shall have furnished to
the Agents (i) a letter of Ernst & Young LLP, addressed
to the Boards of Directors of Capital Corporation and
SBC and dated the later of the effective date of the
Registration Statement or the date of the filing of
SBC's latest Annual Report on Form 10-K, of the type
described in the American Institute of Certified Public
Accountants' Statement on Auditing Standards No. 72
("SAS 72") and covering such financial statement items
of SBC as the Agents may reasonably have requested;
(ii) a letter of Ernst & Young LLP, addressed to the
Agents and dated the date hereof, stating, as of the
date of such letter (or, with respect to matters
involving changes or developments since the respective
dates as of which specified financial information is
given in the Prospectus, as of a date not more than five
business days prior to the date of such letter), the
conclusions and findings of such firm with respect to
the financial information and other matters of SBC
covered by its letter referred to in subclause (i) above
and confirming in all material respects the conclusions
and findings set forth in such prior letter; and (iii) a
letter, dated the date hereof, of any other accountants
that have audited financial statements included or
incorporated by reference in the Registration Statement
and Prospectus, addressed to the Agents, of the type
described in SAS 72 and covering such financial
statement items as the Agents may reasonably request.
References to the Registration Statement and the
Prospectus in this paragraph (f) are to such documents
as amended and supplemented at the date of the letter.
(g)Subsequent to the respective dates as of which
information is given in the Registration Statement and
the Prospectus (with respect to Section 6(c) hereof,
only as the Registration Statement and the Prospectus
are amended or supplemented through the date of the
Terms Agreement) there shall not have been any change,
or any development involving a prospective change, in or
affecting the business or properties of SBC and its
principal subsidiaries the effect of which is, in the
reasonable judgment of the Agents, so material and
adverse as to make it impractical or inadvisable to
proceed with the soliciting of offers to purchase the
Notes and related Support Obligations as contemplated by
the Registration Statement and the Prospectus (or, in
the case of a Terms Agreement, to proceed with the
offering or the delivery of the Notes and related
Support Obligations to be purchased as contemplated by
the Terms Agreement).
(h)Prior to the date hereof, Capital Corporation and
SBC shall have furnished to the Agents such further
information, certificates and documents as the Agents
may reasonably request.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably
satisfactory in form and substance to the Agents, this
Agreement and all obligations of the Agents hereunder may be
canceled at any time by the Agents. Notice of such
cancellation shall be given to Capital Corporation or SBC in
writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5
shall be delivered at the office of Sullivan & Cromwell,
counsel for the Agents, at 125 Broad Street, New York, NY
10004, or such other location as the parties hereto agree,
on the date hereof.
6. Conditions to the Obligations of the Purchaser, The
obligations of the Purchaser to purchase Notes pursuant to
any Terms Agreement will be subject to the accuracy of the
representations and warranties on the part of Capital
Corporation and SBC herein as of the date of the respective
Terms Agreement and as of the Purchase Date thereunder, to
the performance and observance by Capital Corporation and
SBC of all covenants and agreements herein contained on
their part to be performed and observed and to the following
additional conditions precedent:
(a)No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b)To the extent required by the respective Terms
Agreement, the Purchaser shall have received,
appropriately updated, (i) a certificate of each of
Capital Corporation and SBC, dated as of the Purchase
Date, to the effect set forth in Section 5(e), (ii)
opinions of counsel to Capital Corporation and SBC,
dated as of the Purchase Date, to the effect set forth
in Sections 5(b) and 5(c), respectively, (iii) the
opinion of Sullivan & Cromwell, counsel for the
Purchaser, dated as of the Purchase Date, to the effect
set forth in Section 5(d), and (iv) letters of Ernst &
Young LLP and, if applicable, other accountants, dated
as of the Purchase Date, to the effect set forth in
Section 5(f).
(c)The conditions set forth in Section 5(g) shall
have been satisfied.
(d)Prior to the Purchase Date, Capital Corporation
and SBC shall have furnished to the Purchaser such
further information, certificates and documents as the
Purchaser may reasonably request.
(e)Subsequent to the execution of any Terms
Agreement, Capital Corporation shall not have received
notice that any rating of any of Capital Corporation's
unsecured senior debt securities shall have been lowered
by any nationally recognized statistical rating
organization (as defined in Rule 15c3-1 under the
Exchange Act) or that any such organization has publicly
announced that it has under surveillance or review, with
possible negative implications, the ratings of any of
Capital Corporation's unsecured senior debt securities.
If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser, the
Terms Agreement and all obligations of the Purchaser
thereunder may be canceled at, or at any time prior to, the
respective Purchase Date by the Purchaser. Notice of such
cancellation shall be given to Capital Corporation or SBC in
writing or by telephone or telegraph confirmed in writing.
7. Reimbursement of the Agents' and the Purchaser's Expenses.
In connection with the sale of any Notes and related Support
Obligations under this Agreement, if any condition to the
obligations of the Agents set forth in Section 5 hereof is
not satisfied, if any condition to the obligations of the
Purchaser set forth in Section 6 (other than Section 6(e))
hereof is not satisfied, if any termination pursuant to
Section 9(b)(i) hereof shall occur or in the case of any
refusal, inability or failure on the part of Capital
Corporation or SBC to perform any agreement herein or comply
with any provision hereof other than by reason of a default
by any of the Agents, Capital Corporation will (in addition
to any other obligations hereunder) reimburse each of the
Agents or the Purchaser upon demand for all reasonable out-
of-pocket expenses (including reasonable fees and
disbursements of counsel but excluding advertising expenses)
that shall have been incurred by such Agent or the Purchaser
in connection with such sale. Capital Corporation's
obligations to pay costs and expenses under this
subparagraph shall be deemed to be "Other Obligations" of
Capital Corporation entitled to the benefits of the Support
Agreement.
8. Indemnification and Contribution.
(a)Capital Corporation and SBC jointly and severally
agree to indemnify and hold harmless each of you and
each person, if any, who controls any of you within the
meaning of the Securities Act from and against any loss,
claim, damage or liability, joint or several, and any
action in respect thereof, to which any of you or any
such controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue
statement of a material fact contained in the
Registration Statement or the Prospectus, or arises out
of, or is based upon, the omission or alleged omission
to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and shall reimburse each of you and such
controlling person for any legal and other expenses
reasonably incurred by you or such controlling person in
investigating or defending or preparing to defend
against any such loss, claim, damage, liability or
action as such expenses are incurred (but no more
frequently than annually), provided, however, that
Capital Corporation and SBC shall not be liable in any
such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration
Statement or the Prospectus, in reliance upon and in
conformity with written information furnished to Capital
Corporation or SBC specifically for use therein. The
foregoing indemnity agreement is in addition to any
liability which Capital Corporation or SBC may otherwise
have to any of you or any controlling person.
(b)Each of you shall indemnify and hold harmless
Capital Corporation and SBC, each of their directors,
each of their officers who signed the Registration
Statement and any person who controls Capital
Corporation or SBC within the meaning of the Act from
and against any loss, claim, damage or liability, joint
or several, and any action in respect thereof, to which
Capital Corporation or SBC, or any such director,
officer or controlling person may become subject, under
the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue
statement of a material fact contained in the
Registration Statement or the Prospectus, or arises out
of, or is based upon, the omission or alleged omission
to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in
conformity with information furnished in writing to
Capital Corporation and SBC by any of you specifically
for use therein, and shall reimburse Capital Corporation
and SBC for any legal and other expenses reasonably
incurred by Capital Corporation or SBC or any such
director, officer or controlling person in investigating
or defending or preparing to defend against any such
loss, claim, damage, liability or action as such
expenses are incurred (but no more frequently than
annually). The foregoing indemnity agreement is in
addition to any liability which any of you may otherwise
have to Capital Corporation, SBC or any of their
directors, officers or controlling persons.
(c)Promptly after receipt by an indemnified party
under this Section 8 of notice of any claim or the
commencement of any action, the indemnified party shall,
if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the
indemnifying party in writing of the claim or the
commencement of that action, provided that the failure
to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified
party otherwise than under Section 8(a) or 8(b). If any
such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying
party thereof, the indemnifying party shall be entitled
to participate therein, and, to the extent that it
wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with
counsel satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified
party of its election to assume the defense of such
claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 8 for
any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof
other than reasonable costs of investigation. If the
indemnifying party shall not elect to assume the defense
of such action, such indemnifying party will reimburse
such indemnified party for the reasonable fees and
expenses of any counsel retained by them. In the event
that the parties to any such action (including impleaded
parties) include Capital Corporation or SBC and one or
more Agents and either (i) the indemnifying party or
parties and indemnified party or parties mutually agree
or (ii) representation of both the indemnifying party or
parties and the indemnified party or parties by the same
counsel is inappropriate under applicable standards of
professional conduct due to actual or potential
differing interests between them, then the indemnifying
party shall not have the right to assume the defense of
such action on behalf of such indemnified party and will
reimburse such indemnified party for the reasonable fees
and expenses of any counsel retained by them and
satisfactory to the indemnifying party, it being
understood that the indemnifying party shall not, in
connection with any one action or separate but similar
or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than
one separate firm of attorneys for all such indemnified
parties, which firm shall be designated in writing by
the applicable representative in the case of an action
in which any of you or controlling persons are
indemnified parties and by Capital Corporation or SBC or
any of their directors, officers or controlling persons
in the case of any action in which any of them are
indemnified parties. The indemnifying party or parties
shall not be liable under this Agreement with respect to
any settlement made by any indemnified party or parties
without prior written consent by the indemnifying party
or parties to such settlement.
(d)If the indemnification provided for in this
Section 8 shall for any reason be unavailable to an
indemnified party under Section 8(a) or 8(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such
loss, claim, damage or liability, or action in respect
thereof, in such proportion as is appropriate to reflect
the relative benefits received by Capital Corporation
and SBC, on the one hand, and each of you, on the other
hand, from the offering of the Notes. If, however, this
allocation is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of such
loss, claim, damage or liability, or action in respect
thereof, in such proportion as shall be appropriate to
reflect the relative benefits received by Capital
Corporation and SBC, on the one hand, and each of you on
the other hand, from the offering of the Notes and
related Support Obligations and the relative fault of
Capital Corporation and SBC, on the one hand, and each
of you, on the other hand, with respect to the
statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable
considerations. The relative benefits received by
Capital Corporation and SBC, on the one hand, and each
of you, on the other hand, with respect to such offering
shall be deemed to be in the same proportion as the
aggregate commissions received by each of you (in the
case of a Terms Agreement, as if such commission had
been payable) pursuant to Section 2 to the aggregate
principal amount of the Notes sold. The relative fault
shall be determined by reference to whether the untrue
or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact
relates to information supplied by Capital Corporation
and SBC or by any of you, the intent of the parties and
their relative knowledge, access to information and
opportunity to correct or prevent such statement or
omission. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to
above in this Section 8(d) shall be deemed to include,
for purposes of this Section 8(d), any legal or other
expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
Section 8(d), you shall not be required to contribute
any amount in excess of the amount by which the total
price at which the Notes and related Support Obligations
purchased by or through you were sold to the public
exceeds the amount of any damages which any of you have
otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. Your obligations to contribute as
provided in this Section 8(d) are several in proportion
to your respective obligations and not joint.
9. Termination. This Agreement will continue in effect until
terminated as provided in this Section 9.
(a)This Agreement may be terminated by either
Capital Corporation or SBC as to any Agent or any Agent
insofar as this Agreement relates to such Agent giving
written notice of such termination to such Agent or
Capital Corporation or SBC, as the case may be. This
Agreement shall so terminate at the close of business on
the first business day following the receipt of such
notice by the party to whom such notice is given. In
the event of such termination, no party shall have any
liability to the other parties hereto, except as
provided in the fourth paragraph of Section 2(a),
Section 4(h), Section 7, Section 8 and Section 10.
(b)Each Terms Agreement shall be subject to
termination in the absolute discretion of the Purchaser,
by notice given to Capital Corporation or SBC prior to
delivery of any payment for Notes to be purchased
thereunder, if prior to such time (i) there shall have
occurred any change, or any development involving a
prospective change, in or affecting particularly the
business or properties of Capital Corporation or SBC or
their subsidiaries which, in the Purchaser's reasonable
judgment, materially impairs the investment quality of
the Notes; (ii) trading in securities generally on the
New York Stock Exchange shall have been suspended or
materially limited and the effect of which, in the
Purchaser's reasonable judgment, materially impairs the
investment quality of the Notes; (iii) a banking
moratorium shall have been declared by either federal or
New York State authorities; or (iv) there shall have
occurred any outbreak or escalation of hostilities or
other calamity or crisis or the declaration by the
United States of a national emergency or war the effect
of which on the financial markets of the United States
is material and adverse and is such as to make it, in
the reasonable judgment of the Purchaser, impracticable
or inadvisable to market such Notes on the terms and in
the manner contemplated by the Prospectus.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and
other statements of Capital Corporation, SBC and their
officers and of each of the Agents set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any of the Agents, Capital Corporation or SBC or any of
the officers, directors or controlling persons referred to
in Section 8 hereof, and will survive delivery of and
payment for the Notes. The provisions of the fourth
paragraph of Section 2(a), Section 4(h), Section 7 and
Section 8 hereof shall survive the termination or
cancellation of this Agreement.
11. Right of Person Who Agreed to Purchase to Refuse to
Purchase. A person who has agreed to purchase and pay for
Notes as a result of an offer to purchase solicited by an
Agent, may refuse to purchase such Notes if, on the related
Closing Date fixed pursuant to the Procedures, any condition
set forth in Section 5(a) or 5(g) shall not be satisfied or
if, subsequent to the Acceptance Date and on or prior to the
Closing Date fixed pursuant to the Procedures, Capital
Corporation shall have received notice that any rating of
any of Capital Corporation's unsecured senior debt
securities shall have been lowered by any nationally
recognized statistical rating organization (as defined in
Rule 15c3-1 under the Exchange Act) or that any such
organization has publicly announced that it has under
surveillance or review, with possible negative implications,
the ratings of any of Capital Corporation's unsecured senior
debt securities.
12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to Salomon
Brothers Inc at Seven World Trade Center, 31st Floor, New
York, NY 10048, Attention: Medium-Term Note Department; to
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated at World Financial Center, 250 Vesey Street,
North Tower, 10th Floor, New York, NY 10281, Attention:
Medium-Term Note Product Management; to Bear, Stearns & Co.
Inc. at 245 Park Avenue, New York, NY 10167, Attention:
Medium-Term Note Department; to SBC at 175 E. Houston, 12th
Floor, San Antonio, TX 78205, Attention: General
Corporate/SEC Attorney; and if sent to Capital Corporation
will be mailed, delivered or telegraphed and confirmed to
Capital Corporation at 175 E. Houston, 7th Floor, San
Antonio, TX 78205, Attention: Senior Vice President and
Treasurer, and duplicate copies will be mailed, delivered or
telegraphed and confirmed to Capital Corporation at 175 E.
Houston, 7th Floor, San Antonio, TX 78205, Attention:
Secretary; and if sent to SBC will be mailed, delivered or
telegraphed and confirmed to SBC at 175 E. Houston, 7th
Floor, San Antonio, TX 78205, Attention: Vice President and
Assistant Treasurer.
13. Successors. This Agreement will inure to the benefit of
and be binding upon each of the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 8 hereof, and no
other person (other than the persons and to the extent
referred to in Section 11 hereof) will have any right or
obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the state of New
York.
15. Counterparts. This Agreement may be executed by each of the
parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among Capital Corporation, SBC and
each of the Agents as of the date first set forth above.
Very truly yours,
SBC COMMUNICATIONS
CAPITAL CORPORATION
By: /s/ Roger W. Wohlert
Roger W. Wohlert
Senior Vice President and
Treasurer
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
The foregoing Selling Agency Agreement is hereby confirmed and
accepted as of the date first set forth above.
SALOMON BROTHERS INC
By: /s/ Martha Bailey
Martha Bailey
Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Scott Primrose
Scott Primrose
Authorized Signatory
BEAR, STEARNS & CO. INC.
By: /s/ Tim O'Neill
Tim O'Neill
Senior Managing Director
SCHEDULE I
Pursuant to Section 2(a) of the Selling Agency Agreement,
Capital Corporation agrees to pay each of the Agents a commission
equal to the following percentage of the principal amount of each
Note sold by such Agent:
COMMISSION
TERM RATE
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .525%
From 7 years to less than 10 years .575%
From 10 years up to and including 15 years .600%
From more than 15 years up to and including 20 years .675%
From more than 20 years up to and including 30 years .750%
More than 30 years *
____________________
* The commission will be negotiated.
EXHIBIT A
SBC Communications Capital Corporation
Medium-Term Notes, Series E
Due Nine Months or More From Date of Issue
TERMS AGREEMENT
_______________, 19____
SBC Communications Capital Corporation
175 E. Houston, 7th Floor
San Antonio, TX 78205
Attention: Senior Vice President and Treasurer
Subject in all respects to the terms and conditions of the
Selling Agency Agreement dated September 30, 1996, among Salomon
Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Bear, Stearns & Co. Inc., SBC
Communications Inc. and you (the "Agreement"), the undersigned
agrees to purchase the following Notes of SBC Communications
Capital Corporation:
Aggregate Principal Amount:
Specified Currency:
Form of Note: _____ Definitive Securities
_____ Permanent Global
_____ Temporary Global
Type of Note: _____ Fixed Rate
_____ Floating Rate
For Fixed Rate Notes:
Interest Rate: _____% per annum
For Floating Rate Notes:
Initial Interest Rate: _____% per annum
Base Rate: _____ Commercial Paper Rate
_____ LIBOR
_____ Treasury Rate
_____ Other (specify):
Index Maturity:
Spread (if applicable): _____ basis points
Spread Multiplier (if applicable): _____%
Maximum Interest Rate (if applicable):
Minimum Interest Rate (if applicable):
Interest Reset Dates (if applicable):
Calculation Agent:
Maturity:
Initial Redemption Date:
Redemption Premium:
Interest Payment Dates:
Record Dates:
Purchase Price: _________% of Principal Amount (plus accrued interest
from ________________, 199__ )
Purchase Date and Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment:
Redemption:
____ The Notes are not redeemable prior to Maturity.
____ The Notes are redeemable prior to Maturity on and after
________________, 19___ (the "Initial Redemption Date") at prices
that shall initially be ____% of the principal amount of the Note
to be redeemed and shall decline at each one-year anniversary of
the Initial Redemption Date by ____% of the principal amount to
be redeemed until the redemption price is 100% of such principal
amount.
Additional terms, if any:
Modification, if any, in the requirements to deliver the
documents specified in Section 6(b) of the Agreement:
Period during which Debt Securities may not be
sold pursuant to Section 4(m) of the Agreement:
By:__________________________
Title:
Accepted:
SBC Communications Capital Corporation
By: _________________________
Title:
Exhibit 4-a
SBC COMMUNICATIONS CAPITAL CORPORATION
Officers' Certificate
Pursuant to Section 2.02(a) of the Indenture
A. Pursuant to Section 2.02(a) 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 SBC Communications Capital Corporation
(formerly known as Southwestern Bell Capital Corporation)
(the "Company"), SBC Communications Inc. (formerly known as
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
December 1, 1994 (the "Resolutions"), attached hereto as
Annex A, the undersigned officers, Donald E. Kiernan,
President, and Roger W. Wohlert, Senior Vice President and
Treasurer, do hereby certify that there is hereby established
a Series (as that term is used in the Indenture) of the
Securities (as that term is used in the Indenture) to be
issued under the Indenture, which Series of Securities shall
have the terms set forth below (unless otherwise defined, all
capitalized terms shall have the meanings ascribed to them in
the Indenture):
1. The title of the Securities of the Series is "Medium-
Term Notes, Series E, Due Nine Months or More From Date
of Issue" (the "Notes").
2. The limit upon the aggregate principal amount of the
Notes which may be authenticated and delivered under the
Indenture (except for Notes authenticated and delivered
upon transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 2.08, 2.09, 2.12, 3.06 or
9.05 of the Indenture) is U.S. $1,000,000,000.
3. The date on which the principal of each of the Notes
is payable shall be any Business Day (as defined in the
Prospectus, as defined in Paragraph 4 below) from nine
months or more from its date of issue, as established on
behalf of the Company by any officer of the Company
designated by resolution of the Board of Directors or the
delegate of any such officer (each of the foregoing being
an "Authorized Officer") from time to time, as evidenced
by the settlement instructions (the "Settlement
Instructions") furnished by the Company from time to time
to the Trustee, by facsimile transmission or in written
schedules, in each case providing substantially the
information contained in Schedule A hereto.
4. The rate or rates, or the method of determining the
rate or rates, at which each of the Notes shall bear
interest shall be determined and established by an
Authorized Officer from time to time, as evidenced by the
Settlement Instructions, and shall include those methods
set forth in the prospectus dated June 6, 1995, a
prospectus supplement dated September 30, 1996, and any
amendment or supplement thereto (collectively, the
"Prospectus") relating to the Notes. Each Note will bear
interest from its issue date, or, in the case of Notes
issued upon transfer or exchange, from the most recent
Interest Payment Date (as defined in the Prospectus) to
which payment of interest has been made or duly provided
for. Interest will be payable to the person in whose
name a Note (or any Predecessor Note) is registered at
the close of business on the Record Date next preceding
the Interest Payment Date; provided, however, that
interest payable at maturity and upon redemption will be
payable to the person to whom principal shall be payable.
Unless otherwise determined by an Authorized Officer, as
evidenced by the Settlement Instructions, the Interest
Payment Dates for Notes bearing interest at a fixed rate
("Fixed Rate Notes") shall be February 1 and August 1 of
each year, and the Record Date with respect to any
Interest Payment Date shall be the date fifteen (15)
calender days immediately preceding such Interest Payment
Date. The Interest Payment Dates for Notes bearing
interest at a rate determined by reference to an interest
rate formula ("Floating Rate Notes") shall be determined
and established on behalf of the Company by an Authorized
Officer from time to time, as evidenced by the Settlement
Instructions. Unless otherwise determined by an
Authorized Officer, as evidenced by the Settlement
Instructions, the Record Date with respect to any
Interest Payment Date for Floating Rate Notes shall be
the date fifteen (15) calender days immediately preceding
such Interest Payment Date. Notwithstanding the
foregoing, the first payment of interest on any Note
originally issued between a Record Date and an Interest
Payment Date will be made on the Interest Payment Date
following the next succeeding Record Date and will be
payable to the person to whom the Note shall have been
issued.
5. Interest (other than interest payable at maturity and
upon redemption) on Notes in definitive form will be paid
by check and mailed to the address of the person entitled
thereto as it appears in the Security Register.
Notwithstanding the foregoing, a holder of U.S.
$10,000,000 or more in aggregate principal amount of
Notes of like tenor and term (or a holder of the
equivalent thereof in a specified currency other than
U.S. dollars) shall be entitled to receive such interest
payments in immediately available funds, but only if
appropriate instructions have been received in writing by
the Paying Agent on or prior to the applicable Record
Date. 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
E, Administrative Procedures. The principal, premium, if
any, and interest due at maturity or upon redemption, as
the case may be, on the Notes shall be payable at the
office or agency of the Company maintained in the Borough
of Manhattan, the city of New York for that purpose and
will be made in immediately available funds, provided
that such Note is presented to the Paying Agent in time
for the Paying Agent to make such payments in such funds
in accordance with its normal procedures.
6. If an Initial Redemption Date for a Note is determined
by an Authorized Officer, as evidenced in any Settlement
Instructions, such Note shall be redeemable at the option
of the Company on or after a specified date prior to
maturity on at least 30 days', but not more than
60 days', notice to the holders of such Note, at prices
declining from par or a specified premium to par after a
later date, together with the accrued interest to the
date of redemption, all as may be determined by an
Authorized Officer, as evidenced by the Settlement
Instructions.
7. There is no obligation of the Company to redeem, repay
or purchase the Notes pursuant to any sinking fund or
analogous provision, or at the option of a holder
thereof.
8. The Notes shall be issued in fully registered form and
shall be represented by either a global certificate
registered in the name of a nominee of The Depository
Trust Company or other depository, or a certificate
issued in definitive form, as specified in the
Prospectus.
9. Unless otherwise specified in the Prospectus, Notes
shall be issued only in registered form in minimum
denominations of U.S. $1,000 and any amount in excess
thereof that is an integral multiple of U.S. $1,000 or,
in the case of Notes denominated in a Specified Currency
other than U.S. dollars, the authorized denominations set
forth in the Prospectus.
10. The Notes shall be denominated, and principal of and
premium, if any, and interest on the Notes shall be
payable, in U.S. dollars or in other applicable
currencies or currency units, including European Currency
Units.
11. Payments of interest on the Notes may be determined
with reference to an index, determined by an Authorized
Officer, as evidenced by the Settlement Instructions.
12. Any other terms of the Notes (which terms shall not be
inconsistent with this Officers' Certificate or the
provisions of the Indenture) shall be determined and
established by an Authorized Officer from time to time,
as evidenced by the Settlement Instructions, including
any changes to the terms set forth in the forms of the
Fixed Rate Notes and the Floating Rate Notes, attached
hereto as Annex B, and the Prospectus, attached hereto as
Annex C.
B. The forms of the Fixed Rate Notes and the Floating Rate Notes
are hereby approved in the form attached as Annex B.
C. 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 and
terms of a Series of Securities under the Indenture,
designated as the Notes in this Officers' Certificate, 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 30th day of September 1996.
/s/Donald E. Kiernan
Donald E. Kiernan
President
/s/ Roger W. Wohlert
Roger W. Wohlert
Senior Vice President
and Treasurer
[SEAL]
Exhibit 4-b
FORM OF FACE OF FIXED RATE NOTE
Registered Principal Amount
SBC COMMUNICATIONS $
No.E- CAPITAL CORPORATION CUSIP
MEDIUM-TERM NOTE, SERIES E
Due Nine Months or More From Date of Issue
If applicable, the "Total Amount of OID," "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the Approximate
Method) below will be completed solely for the purpose of
applying the federal income tax Original Issue Discount ("OID")
rules.
Issue Price: Maturity Date:
Original Issue Date: Total Amount of OID:
Interest Rate: Yield to Maturity:
Record Dates: Initial Accrual Period OID:
Interest Payment Dates: Initial Redemption Date:
Specified Currency:
Minimum Denominations: The Optional Redemption Price shall be ___% of
(Applicable only if Specified the principal amount of this Note to be redeemed
Currency is other than U.S. and shall decline at each one year anniversary
dollars) of the Initial Redemption Date by ___% of the
principal amount to be redeemed until the
Optional Redemption Price is 100% of such
principal amount.
Additional terms: Exchange Rate Agent:
SBC COMMUNICATIONS CAPITAL CORPORATION, formerly known as
Southwestern Bell Capital Corporation, a Delaware corporation
(herein called "Capital Corporation"), for value received, hereby
promises to pay to ______________________________________, or
registered assigns, the principal sum of
_________________________ dollars ($___________) on the Maturity
Date specified above, and to pay interest on said principal sum,
on the Interest Payment Dates specified above and on the Maturity
Date, commencing on the next Interest Payment Date succeeding the
Original Issue Date specified above, at the Interest Rate
specified above, from the Original Issue Date or the most recent
date to which interest has been paid or duly provided for, until
the principal hereof becomes due and payable, 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 any 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 specified
above (whether or not a Business Day (as defined below)) next
preceding such Interest Payment Date, unless the Original Issue
Date occurs between such Record Date and such Interest Payment
Date, in which case the interest will be paid on the Interest
Payment Date following the next succeeding Record Date to the
Person in whose name the Note shall have been registered on the
Original Issue Date. Principal, premium, if any, and interest
payable on the Maturity Date or the date fixed for redemption, as
the case may be, will be payable to the Person in whose name this
Note is registered on the Maturity Date or the date fixed for
redemption, as the case may be.
Payment of the principal, premium, if any, and interest on this
Note due at the Maturity Date or upon redemption will be made at
the Maturity Date or upon redemption, as the case may be, 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.
Payment of interest on this Note due on an Interest Payment Date
will be paid, if the Note is not a Global Security, by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register (notwithstanding the
foregoing, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and term (or a holder of
the equivalent thereof in a Specified Currency other than U.S.
dollars) shall be entitled to receive such interest payments in
immediately available funds, but only if appropriate instructions
have been received in writing by the Paying Agent on or prior to
the applicable Record Date), and if the Note is a Global
Security, by wire transfer to The Depository Trust Company or its
nominee, in accordance with the Medium-Term Notes, Series E
Administrative Procedures. Any interest not punctually paid or
duly provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
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.
All payments in respect of this Note will be made in U.S. dollars
regardless of the Specified Currency shown above unless the
Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars,
Capital Corporation or its agent will arrange to convert all
payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to Capital Corporation's paying agent (the "Paying
Agent") in the city of New York, which must be received by the
Paying Agent on or prior to the applicable Record Date or at
least fifteen calendar days prior to the Maturity Date or the
date fixed for redemption, as the case may be. Such election
will remain in effect unless and until changed by written notice
to the Paying Agent, but the Paying Agent must receive written
notice of any such change on or prior to the applicable Record
Date or at least fifteen calendar days prior to the Maturity Date
or the date fixed for redemption, as the case may be. Until the
Notes are paid or payment therefor is provided for, Capital
Corporation will, at all times, maintain a Paying Agent in the
city of New York capable of performing the duties described
herein to be performed by the Paying Agent. If Capital
Corporation determines that the Specified Currency is not
available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond
Capital Corporation's control, or is no longer used by the
government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then the Holder thereof may
not so elect to receive payments in the Specified Currency, and
any such outstanding election shall be automatically suspended,
until Capital Corporation determines that the Specified Currency
is again available for making such payments.
In the event of an official redenomination of the Specified
Currency shown above, the obligations of Capital Corporation with
respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for payment
of that amount of redenominated currency representing the amount
of such obligations immediately before such redenomination. In
no event, however, shall any adjustment be made to any amount
payable hereunder as a result of any change in the value of the
Specified Currency shown above relative to any other currency due
solely to fluctuations in exchange rates.
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, SBC COMMUNICATIONS CAPITAL CORPORATION has
caused this instrument to be signed in its name by the facsimile
signatures of its President and its Senior Vice President and
Treasurer and has caused a facsimile of its corporate seal to be
imprinted hereon.
Dated: __________________ SBC COMMUNICATIONS
CAPITAL CORPORATION
By:
________________________________
Donald E. Kiernan
President
By:
_________________________________
Roger W. Wohlert
Senior 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
FORM OF REVERSE OF FIXED RATE NOTE
SBC COMMUNICATIONS CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES E
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, as supplemented by a First Supplemental
Indenture dated as of October 1, 1990, among Capital Corporation,
SBC Communications Inc., formerly known as 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.
$1,000. The authorized denomination of Notes denominated in a
currency or currency unit other than U.S. dollars will be set
forth on the face hereof.
References herein to "U.S. dollars" or to "U.S.$" are to the
currency of the United States of America.
If the Specified Currency is other than U.S. dollars, the amount
of any U.S. dollar payment to be made in respect hereof will be
determined by the Exchange Rate Agent based on the highest firm
bid quotation for U.S. dollars received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date (or, if
no such rate is quoted on such date, the last date on which such
rate was quoted), from three recognized foreign exchange dealers
in the city of New York selected by the Exchange Rate Agent and
approved by Capital Corporation (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the
Specified Currency that would otherwise be payable on such
payment date in respect of all Securities denominated in such
Specified Currency. If no such bid quotations are available,
payments will be made in the Specified Currency unless such
Specified Currency is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the
Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond Capital
Corporation's control, Capital Corporation will be entitled to
make payments in U.S. dollars on the basis of the noon buying
rate in the city of New York for cable transfers in the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then
available, Capital Corporation will be entitled to make payments
in U.S. dollars (i) if such Specified Currency is not a composite
currency, on the basis of the most recently available Market
Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount
determined by the Exchange Rate Agent to be the sum of the
results obtained by multiplying the number of units of each
component currency of such composite currency, as of the most
recent date on which such composite currency was used, by the
Market Exchange Rate date for such component currency on the
second Business Day prior to such payment date (or if such Market
Exchange Rate is not then available, by the most recently
available Market Exchange Rate for such component currency).
All currency exchange costs will be borne by Capital Corporation
unless the Holder of this Note has made an election to receive
all payments in a Specified Currency other than U.S. dollars. In
that case, the Holder of this Note shall bear its pro-rata
portion of currency exchange costs, if any, with all other
electing Holders by deductions from payments otherwise due.
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.
This Note may be redeemed prior to its Maturity Date at the
option of Capital Corporation on and after the Initial Redemption
Date specified on the face hereof, as a whole or in part, at an
Optional Redemption Price determined as specified on the face
hereof, together with accrued interest to the date fixed for
redemption; provided, however, that if no Initial Redemption Date
is so specified, then this Note may not be redeemed prior to its
Maturity Date; provided, further, that installments of interest
on this Note whose stated maturity is on or prior to any such
date fixed for redemption will be payable to the Holder of this
Note of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the
Indenture. Notice of redemption, if applicable, will be given by
mail to Holders of Notes not less than 30 nor more than 60 days
prior to the date fixed for redemption, all as provided in the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes, shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
If this Note is an OID Note, the amount payable in the event of
redemption or acceleration of the Maturity Date, in lieu of the
principal amount due at the stated Maturity Date hereof, shall be
the Amortized Face Amount of this Note as of the Redemption Date
or the date of such acceleration. The "Amortized Face Amount" of
this Note shall be the amount equal to (a) the Issue Price (as
set forth on the face hereof) plus (b) that portion of the
difference between the Issue Price and the principal amount
hereof that has accrued at the Yield to Maturity (as set forth on
the face hereof) (computed in accordance with generally accepted
United States bond yield computation principles) at the date as
of which the Amortized Face Amount is calculated, but in no event
shall the Amortized Face Amount of this Note exceed its stated
principal amount.
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 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 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 to 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.
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 laws of the state of New York.
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.
Exhibit 4-c
FORM OF FACE OF FLOATING RATE NOTE
Registered Principal Amount
SBC COMMUNICATIONS $
No. E- CAPITAL CORPORATION CUSIP
MEDIUM-TERM NOTE, SERIES E
Due Nine Months or More From Date of Issue
Issue Price: Interest Determination Date:
Original Issue Date: Settlement Date:
Interest Reset Dates: Record Dates:
Initial Interest Rate: Interest Payment Dates:
Interest Rate: Base Rate:
Specified Currency: Maximum Interest Rate:
Minimum Denominations: Minimum Interest Rate:
Exchange Rate Agent: Spread:
Maturity Date: Interest Period:
Index Maturity: Calculation Agent:
Additional Terms: Calculation Date:
Initial Redemption Date: The Optional Redemption Price shall be ___% of
the principal amount of this Note
to be redeemed and shall decline at each
one year anniversary of the
Initial Redemption Date by ___% of
the principal amount to be redeemed
until the Optional
Redemption Price is 100% of such
principal amount.
SBC COMMUNICATIONS CAPITAL CORPORATION, formerly known as
Southwestern Bell Capital Corporation, a Delaware corporation
(herein called "Capital Corporation"), for value received, hereby
promises to pay to_____________________________________, or
registered assigns, the principal sum of
_________________________ dollars ($___________) on the Maturity
Date specified above, and to pay interest on said principal sum,
on the Interest Payment Dates specified above and on the Maturity
Date, commencing on the next Interest Payment Date succeeding the
Original Issue Date specified above, at an interest rate (the
"Interest Rate") equal to the Initial Interest Rate specified
above, until the first Interest Determination Date specified
above following the first Interest Reset Date specified above,
and thereafter, as determined in accordance with the provisions
specified in Annex A hereto, from the Original Issue Date or the
most recent date to which interest has been paid or duly provided
for, until the principal hereof becomes due and payable, 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 any 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 specified
above (whether or not a Business Day (as defined below)) next
preceding such Interest Payment Date, unless the Original Issue
Date occurs between such Record Date and such Interest Payment
Date, in which case the interest will be paid on the Interest
Payment Date following the next succeeding Record Date to the
Person in whose name the Note shall have been registered on the
Original Issue Date. Principal, premium, if any, and interest
payable on the Maturity Date or the date fixed for redemption, as
the case may be, will be payable to the Person in whose name this
Note is registered on the Maturity Date or the date fixed for
redemption, as the case may be.
Payment of the principal, premium, if any, and interest on this
Note due at the Maturity Date or upon redemption will be made at
the Maturity Date or upon redemption, as the case may be, 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.
Payment of interest on this Note due on an Interest Payment Date
will be paid, if the Note is not a Global Security, by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register (notwithstanding the
foregoing, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and term (or a holder of
the equivalent thereof in a Specified Currency other than U.S.
dollars) shall be entitled to receive such interest payments in
immediately available funds, but only if appropriate instructions
have been received in writing by the Paying Agent on or prior to
the applicable Record Date), and if the Note is a Global
Security, by wire transfer to The Depository Trust Company or its
nominee, in accordance with the Medium-Term Notes, Series E
Administrative Procedures. Any interest not punctually paid or
duly provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of an actual year of
actual months.
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.
All payments in respect of this Note will be made in U.S.
dollars regardless of the Specified Currency shown above unless
the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars,
Capital Corporation or its agent will arrange to convert all
payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to Capital Corporation's paying agent (the "Paying
Agent") in the city of New York, which must be received by the
Paying Agent on or prior to the applicable Record Date or at
least fifteen calendar days prior to the Maturity Date or the
date fixed for redemption, as the case may be. Such election
will remain in effect unless and until changed by written notice
to the Paying Agent, but the Paying Agent must receive written
notice of any such change on or prior to the applicable Record
Date or at least fifteen calendar days prior to the Maturity Date
or the date fixed for redemption, as the case may be. Until the
Notes are paid or payment therefor is provided for, Capital
Corporation will, at all times, maintain a Paying Agent in the
city of New York capable of performing the duties described
herein to be performed by the Paying Agent. If Capital
Corporation determines that the Specified Currency is not
available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond
Capital Corporation's control, or is no longer used by the
government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then the Holder thereof may
not so elect to receive payments in the Specified Currency, and
any such outstanding election shall be automatically suspended,
until Capital Corporation determines that the Specified Currency
is again available for making such payments.
In the event of an official redenomination of the Specified
Currency shown above, the obligations of Capital Corporation with
respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for payment
of that amount of redenominated currency representing the amount
of such obligations immediately before such redenomination. In
no event, however, shall any adjustment be made to any amount
payable hereunder as a result of any change in the value of the
Specified Currency shown above relative to any other currency due
solely to fluctuations in exchange rates.
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, SBC COMMUNICATIONS CAPITAL CORPORATION has
caused this instrument to be signed in its name by the facsimile
signatures of its President and its Senior Vice President and
Treasurer and has caused a facsimile of its corporate seal to be
imprinted hereon.
SBC COMMUNICATIONS
CAPITAL CORPORATION
Date: ______________________ By:________________________
Donald E. Kiernan
President
By: _________________________
Roger W. Wohlert
Senior 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
REVERSE OF FLOATING RATE NOTE
SBC COMMUNICATIONS CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES E
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, as supplemented by a First Supplemental
Indenture dated as of October 1, 1990, among Capital Corporation,
SBC Communications Inc., formerly known as 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.
$1,000. The authorized denomination of Notes denominated in a
currency or currency unit other than U.S. dollars will be set
forth on the face hereof.
References herein to "U.S. dollars" or to "U.S.$" are to the
currency of the United States of America.
If the Specified Currency is other than U.S. dollars, the amount
of any U.S. dollar payment to be made in respect hereof will be
determined by the Exchange Rate Agent based on the highest firm
bid quotation for U.S. dollars received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date (or, if
no such rate is quoted on such date, the last date on which such
rate was quoted), from three recognized foreign exchange dealers
in the city of New York selected by the Exchange Rate Agent and
approved by Capital Corporation (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the
Specified Currency that would otherwise be payable on such
payment date in respect of all Securities denominated in such
Specified Currency. If no such bid quotations are available,
payments will be made in the Specified Currency unless such
Specified Currency is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the
Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond Capital
Corporation's control, Capital Corporation will be entitled to
make payments in U.S. dollars on the basis of the noon buying
rate in the city of New York for cable transfers in the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then
available, Capital Corporation will be entitled to make payments
in U.S. dollars (i) if such Specified Currency is not a composite
currency, on the basis of the most recently available Market
Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount
determined by the Exchange Rate Agent to be the sum of the
results obtained by multiplying the number of units of each
component currency of such composite currency, as of the most
recent date on which such composite currency was used, by the
Market Exchange Rate date for such component currency on the
second Business Day prior to such payment date (or if such Market
Exchange Rate is not then available, by the most recently
available Market Exchange Rate for such component currency).
All currency exchange costs will be borne by Capital Corporation
unless the Holder of this Note has made an election to receive
all payments in a Specified Currency other than U.S. dollars. In
that case, the Holder of this Note shall bear its pro-rata
portion of currency exchange costs, if any, with all other
electing Holders by deductions from payments otherwise due.
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.
This Note may be redeemed prior to its Maturity Date at the
option of Capital Corporation on and after the Initial Redemption
Date specified on the face hereof, as a whole or in part, at an
Optional Redemption Price determined as specified on the face
hereof, together with accrued interest to the date fixed for
redemption; provided, however, that if no Initial Redemption Date
is so specified, then this Note may not be redeemed prior to its
Maturity Date; provided, further, that installments of interest
on this Note whose stated maturity is on or prior to any such
date fixed for redemption will be payable to the Holder of this
Note of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the
Indenture. Notice of redemption, if applicable, will be given by
mail to Holders of Notes not less than 30 nor more than 60 days
prior to the date fixed for redemption, all as provided in the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes, shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
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 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 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.
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 laws of the state of New York.
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.
ATTACHMENT: ANNEX A - FLOATING INTEREST RATE PROVISIONS
Exhibit 4-d
FORM OF FACE OF GLOBAL FIXED RATE NOTE
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to SBC Communications Capital Corporation,
formerly known as 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 Principal Amount
SBC COMMUNICATIONS $
No. E- CAPITAL CORPORATION
CUSIP
MEDIUM-TERM NOTE, SERIES E
Due Nine Months or More From Date of Issue
If applicable, the "Total Amount of OID," "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the Approximate
Method) below will be completed solely for the purpose of
applying the federal income tax Original Issue Discount ("OID")
rules.
Issue Price: Maturity Date:
Original Issue Date: Total Amount of OID:
Interest Rate: Yield to Maturity:
Record Dates: Initial Accrual Period OID:
Interest Payment Dates: Initial Redemption Date:
Specified Currency: The Optional Redemption Price shall be ___% of
the principal amount of this Note
to be redeemed
and shall decline at each one year
anniversary of the
Minimum Denominations: Initial Redemption Date by ___% of the principal
(Applicable only if Specified amount to be redeemed until the Optional
Currency is other than U.S. Redemption Price is 100% of such principal
dollars) amount.
Additional terms: Exchange Rate Agent:
SBC COMMUNICATIONS CAPITAL CORPORATION, formerly known as
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 _________________________ dollars ($___________)
on the Maturity Date specified above, and to pay interest on said
principal sum, on the Interest Payment Dates specified above and
on the Maturity Date, commencing on the next Interest Payment
Date succeeding the Original Issue Date specified above, at the
Interest Rate specified above, from the Original Issue Date or
the most recent date to which interest has been paid or duly
provided for, until the principal hereof becomes due and payable,
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 any 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
specified above (whether or not a Business Day (as defined
below)) next preceding such Interest Payment Date, unless the
Original Issue Date occurs between such Record Date and such
Interest Payment Date, in which case the interest will be paid on
the Interest Payment Date following the next succeeding Record
Date to the Person in whose name the Note shall have been
registered on the Original Issue Date. Principal, premium, if
any, and interest payable on the Maturity Date or the date fixed
for redemption, as the case may be, will be payable to the Person
in whose name this Note is registered on the Maturity Date or the
date fixed for redemption, as the case may be.
Payment of the principal, premium, if any, and interest on this
Note due at the Maturity Date or upon redemption will be made at
the Maturity Date or upon redemption, as the case may be, 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.
Payment of interest on this Note due on an Interest Payment Date
will be paid, if the Note is not a Global Security, by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register (notwithstanding the
foregoing, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and term (or a holder of
the equivalent thereof in a Specified Currency other than U.S.
dollars) shall be entitled to receive such interest payments in
immediately available funds, but only if appropriate instructions
have been received in writing by the Paying Agent on or prior to
the applicable Record Date), and if the Note is a Global
Security, by wire transfer to The Depository Trust Company or its
nominee, in accordance with the Medium-Term Notes, Series E
Administrative Procedures. Any interest not punctually paid or
duly provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
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.
All payments in respect of this Note will be made in U.S.
dollars regardless of the Specified Currency shown above unless
the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars,
Capital Corporation or its agent will arrange to convert all
payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to Capital Corporation's paying agent (the "Paying
Agent") in the city of New York, which must be received by the
Paying Agent on or prior to the applicable Record Date or at
least fifteen calendar days prior to the Maturity Date or the
date fixed for redemption, as the case may be. Such election
will remain in effect unless and until changed by written notice
to the Paying Agent, but the Paying Agent must receive written
notice of any such change on or prior to the applicable Record
Date or at least fifteen calendar days prior to the Maturity Date
or the date fixed for redemption, as the case may be. Until the
Notes are paid or payment therefor is provided for, Capital
Corporation will, at all times, maintain a Paying Agent in the
city of New York capable of performing the duties described
herein to be performed by the Paying Agent. If Capital
Corporation determines that the Specified Currency is not
available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond
Capital Corporation's control, or is no longer used by the
government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then the Holder thereof may
not so elect to receive payments in the Specified Currency, and
any such outstanding election shall be automatically suspended,
until Capital Corporation determines that the Specified Currency
is again available for making such payments.
In the event of an official redenomination of the Specified
Currency shown above, the obligations of Capital Corporation with
respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for payment
of that amount of redenominated currency representing the amount
of such obligations immediately before such redenomination. In
no event, however, shall any adjustment be made to any amount
payable hereunder as a result of any change in the value of the
Specified Currency shown above relative to any other currency due
solely to fluctuations in exchange rates.
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, SBC COMMUNICATIONS CAPITAL CORPORATION has
caused this instrument to be signed in its name by the facsimile
signatures of its President and its Senior Vice President and
Treasurer and has caused a facsimile of its corporate seal to be
imprinted hereon.
Dated: __________________ SBC COMMUNICATIONS
CAPITAL CORPORATION
By: _____________________________
Donald E. Kiernan
President
By: ______________________________
Roger W. Wohlert
Senior 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
FORM OF REVERSE OF FIXED RATE NOTE
SBC COMMUNICATIONS CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES E
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, as supplemented by a First Supplemental
Indenture dated as of October 1, 1990, among Capital Corporation,
SBC Communications Inc., formerly known as 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.
$1,000. The authorized denomination of Notes denominated in a
currency or currency unit other than U.S. dollars will be set
forth on the face hereof.
References herein to "U.S. dollars" or to "U.S.$" are to the
currency of the United States of America.
If the Specified Currency is other than U.S. dollars, the amount
of any U.S. dollar payment to be made in respect hereof will be
determined by the Exchange Rate Agent based on the highest firm
bid quotation for U.S. dollars received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date (or, if
no such rate is quoted on such date, the last date on which such
rate was quoted), from three recognized foreign exchange dealers
in the city of New York selected by the Exchange Rate Agent and
approved by Capital Corporation (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the
Specified Currency that would otherwise be payable on such
payment date in respect of all Securities denominated in such
Specified Currency. If no such bid quotations are available,
payments will be made in the Specified Currency unless such
Specified Currency is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the
Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond Capital
Corporation's control, Capital Corporation will be entitled to
make payments in U.S. dollars on the basis of the noon buying
rate in the city of New York for cable transfers in the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then
available, Capital Corporation will be entitled to make payments
in U.S. dollars (i) if such Specified Currency is not a composite
currency, on the basis of the most recently available Market
Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount
determined by the Exchange Rate Agent to be the sum of the
results obtained by multiplying the number of units of each
component currency of such composite currency, as of the most
recent date on which such composite currency was used, by the
Market Exchange Rate date for such component currency on the
second Business Day prior to such payment date (or if such Market
Exchange Rate is not then available, by the most recently
available Market Exchange Rate for such component currency).
All currency exchange costs will be borne by Capital Corporation
unless the Holder of this Note has made an election to receive
all payments in a Specified Currency other than U.S. dollars. In
that case, the Holder of this Note shall bear its pro-rata
portion of currency exchange costs, if any, with all other
electing Holders by deductions from payments otherwise due.
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.
This Note may be redeemed prior to its Maturity Date at the
option of Capital Corporation on and after the Initial Redemption
Date specified on the face hereof, as a whole or in part, at an
Optional Redemption Price determined as specified on the face
hereof, together with accrued interest to the date fixed for
redemption; provided, however, that if no Initial Redemption Date
is so specified, then this Note may not be redeemed prior to its
Maturity Date; provided, further, that installments of interest
on this Note whose stated maturity is on or prior to any such
date fixed for redemption will be payable to the Holder of this
Note of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the
Indenture. Notice of redemption, if applicable, will be given by
mail to Holders of Notes not less than 30 nor more than 60 days
prior to the date fixed for redemption, all as provided in the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes, shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
If this Note is an OID Note, the amount payable in the event of
redemption or acceleration of the Maturity Date, in lieu of the
principal amount due at the stated Maturity Date hereof, shall be
the Amortized Face Amount of this Note as of the Redemption Date
or the date of such acceleration. The "Amortized Face Amount" of
this Note shall be the amount equal to (a) the Issue Price (as
set forth on the face hereof) plus (b) that portion of the
difference between the Issue Price and the principal amount
hereof that has accrued at the Yield to Maturity (as set forth on
the face hereof) (computed in accordance with generally accepted
United States bond yield computation principles) at the date as
of which the Amortized Face Amount is calculated, but in no event
shall the Amortized Face Amount of this Note exceed its stated
principal amount.
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 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 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 to 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.
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 laws of the state of New York.
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.
Exhibit 4-e
FORM OF 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 SBC Communications Capital Corporation,
formerly known as 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 Principal Amount
SBC COMMUNICATIONS $
No. E- CAPITAL CORPORATION CUSIP
MEDIUM-TERM NOTE, SERIES E
Due Nine Months or More From Date of Issue
Issue Price: Interest Determination Date:
Original Issue Date: Settlement Date:
Interest Reset Dates: Record Dates:
Initial Interest Rate: Interest Payment Dates:
Interest Rate: Base Rate:
Specified Currency: Maximum Interest Rate:
Minimum Denominations: Minimum Interest Rate:
Exchange Rate Agent: Spread:
Maturity Date: Interest Period:
Index Maturity: Calculation Agent:
Additional Terms: Calculation Date:
Initial Redemption Date: The Optional Redemption Price shall be ___% of
the principal amount of this Note
to be redeemed and shall decline at
each one year anniversary of the
Initial Redemption Date by ___% of
the principal amount to be redeemed
until the Optional
Redemption Price is 100% of such
principal amount.
SBC COMMUNICATIONS CAPITAL CORPORATION, formerly known as
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 _________________________ dollars ($___________)
on the Maturity Date specified above, and to pay interest on said
principal sum, on the Interest Payment Dates specified above and
on the Maturity Date, commencing on the next Interest Payment
Date succeeding the Original Issue Date specified above, at an
interest rate (the "Interest Rate") equal to the Initial Interest
Rate specified above, until the first Interest Determination Date
specified above following the first Interest Reset Date specified
above, and thereafter, as determined in accordance with the
provisions specified in Annex A hereto, from the Original Issue
Date or the most recent date to which interest has been paid or
duly provided for, until the principal hereof becomes due and
payable, 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
any 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 specified above (whether or not a Business Day (as
defined below)) next preceding such Interest Payment Date,
unless the Original Issue Date occurs between such Record Date
and such Interest Payment Date, in which case the interest will
be paid on the Interest Payment Date following the next
succeeding Record Date to the Person in whose name the Note shall
have been registered on the Original Issue Date. Principal,
premium, if any, and interest payable on the Maturity Date or the
date fixed for redemption, as the case may be, will be payable to
the Person in whose name this Note is registered on the Maturity
Date or the date fixed for redemption, as the case may be.
Payment of the principal, premium, if any, and interest on this
Note due at the Maturity Date or upon redemption will be made at
the Maturity Date or upon redemption, as the case may be, 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.
Payment of interest on this Note due on an Interest Payment Date
will be paid, if the Note is not a Global Security, by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register (notwithstanding the
foregoing, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and term (or a holder of
the equivalent thereof in a Specified Currency other than U.S.
dollars) shall be entitled to receive such interest payments in
immediately available funds, but only if appropriate instructions
have been received in writing by the Paying Agent on or prior to
the applicable Record Date), and if the Note is a Global
Security, by wire transfer to The Depository Trust Company or its
nominee, in accordance with the Medium-Term Notes, Series E
Administrative Procedures. Any interest not punctually paid or
duly provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of an actual year of
actual months.
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.
All payments in respect of this Note will be made in U.S.
dollars regardless of the Specified Currency shown above unless
the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars,
Capital Corporation or its agent will arrange to convert all
payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to Capital Corporation's paying agent (the "Paying
Agent") in the city of New York, which must be received by the
Paying Agent on or prior to the applicable Record Date or at
least fifteen calendar days prior to the Maturity Date or the
date fixed for redemption, as the case may be. Such election
will remain in effect unless and until changed by written notice
to the Paying Agent, but the Paying Agent must receive written
notice of any such change on or prior to the applicable Record
Date or at least fifteen calendar days prior to the Maturity Date
or the date fixed for redemption, as the case may be. Until the
Notes are paid or payment therefor is provided for, Capital
Corporation will, at all times, maintain a Paying Agent in the
city of New York capable of performing the duties described
herein to be performed by the Paying Agent. If Capital
Corporation determines that the Specified Currency is not
available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond
Capital Corporation's control, or is no longer used by the
government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then the Holder thereof may
not so elect to receive payments in the Specified Currency, and
any such outstanding election shall be automatically suspended,
until Capital Corporation determines that the Specified Currency
is again available for making such payments.
In the event of an official redenomination of the Specified
Currency shown above, the obligations of Capital Corporation with
respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for payment
of that amount of redenominated currency representing the amount
of such obligations immediately before such redenomination. In
no event, however, shall any adjustment be made to any amount
payable hereunder as a result of any change in the value of the
Specified Currency shown above relative to any other currency due
solely to fluctuations in exchange rates.
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, SBC COMMUNICATIONS CAPITAL CORPORATION has
caused this instrument to be signed in its name by the facsimile
signatures of its President and its Senior Vice President and
Treasurer and has caused a facsimile of its corporate seal to be
imprinted hereon.
SBC COMMUNICATIONS
CAPITAL CORPORATION
Date:______________________
By:______________________________
Donald E. Kiernan
President
By: __________________________
Roger W. Wohlert
Senior 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
REVERSE OF GLOBAL FLOATING RATE NOTE
SBC COMMUNICATIONS CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES E
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, as supplemented by a First Supplemental
Indenture dated as of October 1, 1990, among Capital Corporation,
SBC Communications Inc., formerly known as 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.
$1,000. The authorized denomination of Notes denominated in a
currency or currency unit other than U.S. dollars will be set
forth on the face hereof.
References herein to "U.S. dollars" or to "U.S.$" are to the
currency of the United States of America.
If the Specified Currency is other than U.S. dollars, the amount
of any U.S. dollar payment to be made in respect hereof will be
determined by the Exchange Rate Agent based on the highest firm
bid quotation for U.S. dollars received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date (or, if
no such rate is quoted on such date, the last date on which such
rate was quoted), from three recognized foreign exchange dealers
in the city of New York selected by the Exchange Rate Agent and
approved by Capital Corporation (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the
Specified Currency that would otherwise be payable on such
payment date in respect of all Securities denominated in such
Specified Currency. If no such bid quotations are available,
payments will be made in the Specified Currency unless such
Specified Currency is unavailable as provided below.
If the Specified Currency is other than U.S. dollars and the
Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond Capital
Corporation's control, Capital Corporation will be entitled to
make payments in U.S. dollars on the basis of the noon buying
rate in the city of New York for cable transfers in the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") for such Specified
Currency on the second Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then
available, Capital Corporation will be entitled to make payments
in U.S. dollars (i) if such Specified Currency is not a composite
currency, on the basis of the most recently available Market
Exchange Rate for such Specified Currency or (ii) if such
Specified Currency is a composite currency, in an amount
determined by the Exchange Rate Agent to be the sum of the
results obtained by multiplying the number of units of each
component currency of such composite currency, as of the most
recent date on which such composite currency was used, by the
Market Exchange Rate date for such component currency on the
second Business Day prior to such payment date (or if such Market
Exchange Rate is not then available, by the most recently
available Market Exchange Rate for such component currency).
All currency exchange costs will be borne by Capital Corporation
unless the Holder of this Note has made an election to receive
all payments in a Specified Currency other than U.S. dollars. In
that case, the Holder of this Note shall bear its pro-rata
portion of currency exchange costs, if any, with all other
electing Holders by deductions from payments otherwise due.
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.
This Note may be redeemed prior to its Maturity Date at the
option of Capital Corporation on and after the Initial Redemption
Date specified on the face hereof, as a whole or in part, at an
Optional Redemption Price determined as specified on the face
hereof, together with accrued interest to the date fixed for
redemption; provided, however, that if no Initial Redemption Date
is so specified, then this Note may not be redeemed prior to its
Maturity Date; provided, further, that installments of interest
on this Note whose stated maturity is on or prior to any such
date fixed for redemption will be payable to the Holder of this
Note of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the
Indenture. Notice of redemption, if applicable, will be given by
mail to Holders of Notes not less than 30 nor more than 60 days
prior to the date fixed for redemption, all as provided in the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes, shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
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 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 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.
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 laws of the state of New York.
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.
ATTACHMENT: ANNEX A - FLOATING INTEREST RATE PROVISIONS
Exhibit 15
September 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Re: SBC Communications Inc.
Registration on Form S-3
We are aware that our report dated August 12, 1996 on our
review of the interim financial information of Pacific
Telesis Group and Subsidiaries for the three- and six-month
periods ended June 30, 1996 and included in Pacific Telesis
Group's quarterly report on Form 10-Q for the quarter then
ended is incorporated by reference in the registration
statement on Form S-3 (No. 33-56909) as amended through May
30, 1995, and as supplemented by the prospectus supplement
dated September 30, 1996 of SBC Communications Inc. and SBC
Communications Capital Corporation.
We are also aware of the incorporation by reference in the
Registration Statements (Form S-8) pertaining to the SBC
Communications Inc. Savings Plan for Salaried Employees and
Savings and Security Plan (Non-Salaried Employees) (Nos. 33-
38706 and 33-54309), the Stock Savings Plan, Management
Stock Savings Plan and Stock Based Savings Plan (Nos. 33-
37451 and 33-54291), the SBC Communications Inc. 1992 Stock
Option Plan (No. 33-49855) and the SBC Communications Inc. 1995 Management
Stock Option Plan (No. 33-61715), and in the Registration
Statements (Form S-3) pertaining to the SBC Communications
Inc. Dividend Reinvestment Plan (Nos. 2-99261, 33-49893 and
333-08979) and SBC Communications Capital Corporation and SBC
Communications Inc. (Nos. 33-45490 and 33-56909), and in the
related Prospectuses, of our report dated August 12, 1996,
with respect to the consolidated financial statements
incorporated therein by reference.
Pursuant to Rule 436(c) under the Securities Act of 1933,
this report should not be considered a part of the
registration statements prepared or certified by us within
the meaning of Sections 7 and 11 of that Act.
Very truly yours,
COOPERS & LYBRAND L.L.P.
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement (No. 33-56909) as amended through May
30, 1995 and as supplemented by the prospectus supplement
dated September 30, 1996 of SBC Communications Inc.
and SBC Communications Capital Corporation of our
report dated February 22, 1996, on our audits of the
consolidated financial statements of Pacific Telesis Group
as of December 31, 1995 and 1994 and for the years ended
December 31, 1995, 1994, and 1993, which report is included
in Pacific Telesis Group's 1996 Proxy Statement. We also
consent to the reference to our Firm under the caption
"Experts."
Our audits also included the financial statement schedule of
Pacific Telesis Group listed in item 14(a) of the Form 10-K.
This schedule is the responsibility of Pacific Telesis
Group's managment. Our responsibility is to express an
opinion based on our audits. In our opinion, the financial
statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set
forth therein.
We also consent to the incorporation by reference in the
Registration Statements (Form S-8) pertaining to the SBC
Communications Inc. Savings Plan for Salaried Employees and
Savings and Security Plan (Non-Salaried Employees) (Nos. 33-
38706 and 33-54309), the Stock Savings Plan, Management
Stock Savings Plan and Stock Based Savings Plan (Nos. 33-
37451 and 33-54291), the SBC Communications Inc. 1992 Stock
Option Plan (No. 33-49855) and the SBC Communications Inc.
1995 Management Stock Option Plan (No. 33-61715), and in the
Registration Statements (Form S-3) pertaining to the SBC
Communications Inc. Dividend Reinvestment Plan (Nos. 2-
99261, 33-49893 and 333-08979) and SBC Communications Capital
Corporation and SBC Communications Inc. (Nos. 33-45490 and
33-56909), and in the related Prospectuses of our report
dated February 22, 1996, with respect to the aforementioned
consolidated financial statements and financial statement
schedule incorporated therein by reference.
Coopers & Lybrand L.L.P.
San Francisco, California
September 30, 1996
