UNITED STATES
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: October 30, 1998
PACIFIC BELL
A California Corporation
Commission File No. 1-1414
IRS Employer No. 94-0745535
140 New Montgomery Street, San Francisco, California 94105-3705
Telephone Number (415) 542-9000
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Item 5. Other Events
On October 29, 1998, SBC Communications Inc. released the following information
regarding Pacific Bell:
PACIFIC BELL BEGINS DEBENTURE BUYBACK
SAN ANTONIO, October 29, 1998 - SBC Communications (NYSE: SBC) today
announced that Pacific Bell is commencing fixed spread repurchase offers for any
and all of its outstanding 8.50% debentures due August 15, 2031; 7.75%
debentures due September 15, 2032; and 7.50% debentures due February 1. 2033.
Each offer will commence at 2 p.m. Eastern Standard Time on Thursday,
October 29, 1998 and expire at 5 p.m. Eastern Standard Time on Thursday,
November 5, 1998 unless extended or terminated earlier.
The securities will be purchased at a price per $1,000 principal amount of
each security purchased. The repurchase price applicable to securities properly
repurchased pursuant to the offer will be calculated in a manner intended to
result in a yield determined by reference to the yield to maturity of the
applicable U.S. Treasury Note as listed below plus the corresponding fixed
spread. Each price is calculated at the time of acceptance of an offer. In
addition, Pacific Bell will pay accrued and unpaid interest on the debentures up
to, but not including, the date of payment of the purchase price for the
debentures.
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Description Outstanding Earliest Reference Fixed Hypothetical
of Principal Redemption U.S. Spread Purchase
Debentures Amount Date Treasury Price*
Note
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8.50% due $225,000,000 8/15/2001 6.50% due 0.23% $1,126.64
8/15/2031 8/31/2001
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7.75% due $300,000,000 9/15/2002 5.875% due 0.46% $1,135.80
9/15/2032 9/30/2002
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7.50% due $400,000,000 2/01/2003 5.50% due 0.73% $1,116.80
2/1/2033 2/28/2003
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*Hypothetical purchase price based on the yield to maturity of the reference
note for the securities as of 9:00 EST on October 29, 1998 and a settlement date
of November 3, 1998.
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Information about the offers will be available on MCM "Corporate Watch"
Service on Telerate Page 64160 or Bloomberg Page MCM 7885. Requests for
documents may be directed to Beacon Hill Partners, Inc., the information agent,
at 800-755-5001 (toll-free). Questions regarding the offers should be directed
to Merrill Lynch & Co., the exclusive dealer manager for the offers, at
888-654-8637 (toll free) or 212-449-4914 (call collect). To accept offer,
holders should contact Merrill Lynch Corporate Bond Trading Desk at 212-449-4699
(call collect), Attention: Michael Regan or Merrill Lynch Dealer Sales Desk at
212-449-4633 (call collect), Attention: Gary Kobes.
SBC Communications Inc. is a global leader in the telecommunications
industry, with more than 36.9 million access lines and 6.5 million wireless
customers across the United States, as well as investments in telecommunications
businesses in 11 countries. Under the Southwestern Bell, Pacific Bell, SNET,
Nevada Bell and Cellular One brands, SBC, through its subsidiaries, offers a
wide range of innovative services, including local and long-distance telephone
service, wireless communications, paging, Internet access, and messaging, as
well as telecommunications equipment, and directory advertising and publishing.
SBC (www.sbc.com) has approximately 129,000 employees. The combined 1997
revenues of SBC and SNET were $27.1 billion. SBC's equity market value ranks it
as one of the largest telecommunications companies in the world.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Pacific Bell
By: /s/ Robert B. Pickering
Robert B. Pickering
Vice President and
Chief Financial Officer
October 30, 1998
