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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: February 1, 1996
PACIFIC BELL
A California Commission File I.R.S. Employer
Corporation No. 1-1414 No. 94-0745535
140 New Montgomery Street, San Francisco, California 94105
Telephone Number (415) 542-9000
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Form 8-K Pacific Bell
February 1, 1996
Item 7. Financial Statement and Exhibits.
(c) Exhibits:
The exhibits listed below relate to Registration No. 33-49477 on
Form S-3 of the registrant and are filed herewith for
incorporation by reference in such Registration Statement.
Exhibit
Number Description
------- -----------
1 Underwriting Agreement dated February 1, 1996
between Pacific Bell and the Underwriter in
connection with the 5 7/8% Debentures due
February 15, 2006 of Pacific Bell.
4 Form of certificate of 5 7/8% Debentures due
February 15, 2006 of Pacific Bell.
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Form 8-K Pacific Bell
February 1, 1996
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.
PACIFIC BELL
By: /s/ Marie B. Washington
-------------------------
Marie B. Washington
Assistant Treasurer
February 5, 1996
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EXHIBIT INDEX
The exhibits listed below relate to Registration No. 33-49477 on Form S-3 of
the registrant and are filed herewith for incorporation by reference in such
Registration Statement.
Exhibit
Number Description
------- -----------
1 Underwriting Agreement dated February 1, 1996 between
Pacific Bell and the Underwriters in connection with the
5 7/8% Debentures due February 15, 2006 of Pacific Bell.
4 Form of certificate of 5 7/8% Debentures due February 15,
2006 of Pacific Bell.
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Exhibit 1
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UNDERWRITING AGREEMENT
----------------------
February 1, 1996
Pacific Bell
140 New Montgomery Street
San Francisco, CA 94105
Ladies and Gentlemen:
The undersigned understands that Pacific Bell, a California corporation (the
"Company"), proposes to issue and sell its 5 7/8% Debentures due February 15,
2006 (the "Debentures") in the aggregate principal amount of $250,000,000.
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company will sell, and the undersigned will purchase such
principal amount of Debentures at a purchase price equal to 99.237% of the
principal amount of the Debentures plus interest accrued thereon,if any, from
the date of issuance of the Debentures to the date of payment for and delivery
of the Debentures. The Debentures will be offered at a price to public equal
to 99.637% of the principal amount of the Debentures plus interest, if any,
accrued thereon from the date of issuance of the Debentures to the date of
payment for and delivery of the Debentures. The Debentures will not be
redeemable.
The Company will deliver the Debentures to The Depository Trust Company
("DTC") for the account of the Underwriter against payment of the purchase
price by Federal funds, for value, to the account of the Company at 10 A.M.,
New York time, on February 6, 1996, such time being referred to herein as the
"Closing Date." The Debentures to be so delivered will be issued as fully-
registered securities registered in the name of Cede & Co., the nominee of
DTC. One or more fully-registered global Debentures representing the
aggregate principal amount will be issued and delivered to DTC. The Company
will make the Debentures available for checking and packaging at the office of
First Trust of California or at another location acceptable to the Underwriter
not later than 2 P.M., New York time, on the business day prior to the Closing
Date. As used herein, "business day" means any day on which the New York
Stock Exchange is open for trading.
The Debentures shall have the terms set forth in the Indenture dated as of
April 7, 1993, between the Company and First Trust of California, National
Association, as Trustee, the Prospectus dated April 12, 1993 and the
Prospectus Supplement dated February 1, 1996.
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Except as otherwise provided herein, the provisions contained in the document
entitled "Form of Underwriting Agreement Standard Provisions," filed on
April 7, 1993 as Exhibit 1a to the Company's Registration Statement on
Form S-3 (No. 33-49477), a copy of which is attached hereto (the "Standard
Provisions") are incorporated herein.
Please confirm your agreement by having an authorized officer of the Company
sign this Agreement in the space set forth below and return the signed copy to
the undersigned.
This Agreement may be signed in any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Very truly yours,
Salomon Brothers Inc.
By:
--------------------------
Timothy Davies
Vice President
The foregoing Agreement
is hereby confirmed and
accepted:
PACIFIC BELL
By:
----------------------------
Marie B. Washington
Assistant Treasurer
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EXHIBIT 4
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FORM OF CERTIFICATE
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(FACE OF DEBENTURE)
Unless this certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to Issuer 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.
5 7/8% DUE FEBRUARY 15, 2006 5 7/8% DUE FEBRUARY 15, 2006
REGISTERED REGISTERED
Number
RA ------------------------ ----------------------------
CUSIP # 694032 AX9
See reverse side for
certain definitions
PACIFIC*BELL
A Pacific Telesis Company
5 7/8% DEBENTURE DUE FEBRUARY 15, 2006
Pacific Bell, a California corporation (herein referred to as the "Company"),
for value received, hereby promises to pay to ______________________________,
or registered assigns, the principal sum of ________________________________
_______________ DOLLARS at the office or agency of the Company in the City and
County of San Francisco, State of California, on February 15, 2006 in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, semiannually on August 15 and February 15 (provided, however, that
the first payment of interest is due on August 15, 1996) on said principal sum
at the rate per annum specified in the title of this Debenture, at said office
or agency, in like coin or currency, from the fifteenth day of February or
August, as the case may be, to which interest on Debentures has been paid
preceding the date hereof (unless the date hereof is an August 15 or a
February 15 to which interest has been paid, in which case from the date
hereof, or unless the date hereof is prior to the first payment of interest,
which is due on August 15, 1996, in which case from February 6, 1996) until
payment of said principal sum has been made or duly provided for; provided,
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however, that payment of interest may be made at the option of the Company by
check or draft mailed to the address of the person entitled thereto at such
address as shall appear on the Debenture register. Notwithstanding the
foregoing, unless this Debenture shall be authenticated at a time when there
is an existing default in the payment of interest on the Debentures, if the
date hereof is after August 1 and before the next following August 15 or is
after February 1 and before the next following February 15 this Debenture
shall bear interest from such August 15 or February 15 (unless the date hereof
is prior to the first payment of interest, which is due on August 15, 1996, in
which case from February 6, 1996); provided, however, that if the Company
shall default in the payment of interest due on such August 15 or February 15
then this Debenture shall bear interest from the next preceding February 15 or
August 15, as the case may be. The interest so payable on any August 15 or
February 15 will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this
Debenture shall be registered at the close of business on the August 1 prior
to such August 15 or the February 1 prior to such February 15, unless such
August 1 or February 1 shall not be a business day, in which event on the
business day next preceding.
Reference is hereby made to the further provisions of this Debenture set forth
on the reverse hereof, and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed
by or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.
IN WITNESS WHEREOF, PACIFIC BELL HAS CAUSED THIS INSTRUMENT TO BE SIGNED BY
ITS DULY AUTHORIZED OFFICERS AND HAS CAUSED ITS CORPORATE SEAL TO BE AFFIXED
HEREUNTO OR IMPRINTED HEREON.
PACIFIC BELL
Dated:
By
CERTIFICATE OF AUTHENTICATION ------------------------
This is one of the Debentures described James S. Hamasaki
in the within-mentioned Indenture. Vice President and
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION General Counsel
as Trustee,
By
------------------------
- --------------------------- Duane G. Henry
Authorized Signature (SEAL) Assistant Secretary
AGENCY FOR TRANSFER, EXCHANGE
AND PAYMENT: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
(SAN FRANCISCO, CALIFORNIA)
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(REVERSE OF DEBENTURE)
PACIFIC BELL
This Debenture is one of a duly authorized series of an issue of debt
securities (herein referred to as the "Securities") of the Company, designated
as set forth on the face hereof (herein referred to as the "Debentures"). The
Debentures are limited to the aggregate principal amount of $250,000,000, all
issued or to be issued under and pursuant to an indenture dated as of April 7,
1993 (herein referred to as the "Indenture"), between the Company and First
Trust of California, National Association, Trustee (herein referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Debentures.
In case an Event of Default, as defined in the Indenture, 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, subject to certain exceptions,
the Indenture or the Securities to be amended or supplemented by the Company
and the Trustee with the consent of the holders of a majority in principal
amount of the outstanding Securities of each series affected by the amendment
or supplement (with each series voting as a class), or compliance with any
provision to be waived with the consent of 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). However, without the consent of
each holder of Securities affected, an amendment or waiver may not (i) reduce
the amount of each such series of Securities whose holders must consent to an
amendment or waiver; (ii) reduce the rate of or change the time for payment of
interest on any Security; (iii) reduce the principal of or change the fixed
maturity of any Security; (iv) waive a default in the payment of the principal
of or interest on any Security; (v) make any Security payable in money other
than that stated in the Security; or (vi) impair the right to institute suit
for the enforcement of any payment on or with respect to any Security. It is
also provided in the Indenture that the holders of a majority in aggregate
principal amount of any series of Securities at the time outstanding may, on
behalf of the holders of all of the Securities of such series, waive any past
default under the Indenture with respect to that series and its consequences,
except a default in the payment of the principal of or interest on any of the
Securities. Any such consent or waiver by the holder of any Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of such Security and of any
Security issued upon the transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation of such consent or
waiver is made upon such Security or such other Security.
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No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the places, at the respective times, at the rate and in the coin
or currency herein prescribed.
The Debentures are not redeemable.
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company referred to on the face hereof, a new
Debenture or Debentures, of authorized denominations, for a like aggregate
principal amount, will be issued to the transferee as provided in the
Indenture. No service charge shall be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
Ownership of the Debentures shall be proved by the register for the Debentures
kept at the above-mentioned office or agency of the Company. The Company, the
Trustee and any agent of the Company may treat the person in whose name a
Debenture is registered as the absolute owner thereof for all purposes.
No recourse shall be had for the payment of the principal of or the interest
on this Debenture or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
The Debentures of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof provided
that this Global Debenture is exchangeable for Debentures in definitive form
only under certain limited circumstances set forth in the Indenture.
This Debenture shall be deemed a contract made under the laws of the State of
California and for all purposes shall be governed by and construed in
accordance with the laws of said State.
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The following abbreviations shall be construed as though the words set forth
below opposite each abbreviation were written out in full where such
abbreviation appears:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
(Name) CUST (Name) UNIF - (Name) as Custodian for (Name)
GIFT MIN ACT (State) under the (State) Uniform
Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
____________________________________________________________________________
PLEASE INSERT TAXPAYER-IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
____________________________________________________________________________
____________________________________________________________________________
the within Debenture of PACIFIC BELL and hereby irrevocably constitutes and
appoints
_________________________________________________________________ Attorney to
transfer said Debenture on the books of said Company.
Dated _______________________________
____________________________________________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE DEBENTURE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE(S) SHOULD BE GUARANTEED
BY A BROKERAGE FIRM OR A FINANCIAL INSTITUTION THAT IS A MEMBER OF AN APPROVED
MEDALLION PROGRAM, SUCH AS SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
(STAMP), STOCK EXCHANGES MEDALLION PROGRAM (SEMP) OR NEW YORK STOCK EXCHANGE,
INC. MEDALLION SIGNATURE PROGRAM (MSP).
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