Rule 424(b)(5) and Rule 424(c)
File No. 33-45490
File No. 33-45490-01
PRICING SUPPLEMENT NO. 22D DATED March 9, 1994
(To Prospectus Dated August 12, 1992, as supplemented by the
Prospectus Supplement Dated August 19, 1992)
SOUTHWESTERN BELL CAPITAL CORPORATION
$50,000,000
Medium-Term Notes, Series D
Due From 9 months to 30 Years From Date of Issue
Type of Note: Treasury Indexed Floating Rate
Form of Note: Book-entry
Initial Interest Rate: 4.50%
Minimum Interest Rate: 0
Price to Public: 100% of aggregate principal amount
Settlement Date: March 15, 1994
Maturity Date: March 14, 1997
Denomination: $5,000 and integral multiples of $5,000 in
excess thereof
Index Maturity: Two years
Interest Payment Dates: Quarterly on each March 15, June 15,
September 15 and December 15, and on the
Maturity Date. Interest will accrue to, but
not including, the relevant Interest Payment
Date from, and including, the next preceding
Interest Payment or Settlement Date. If the
Interest Payment Date is not a Business Day,
interest will be paid on the next Business
Day, without adjustment for period end dates.
Interest Reset Dates: Quarterly on each March 15, June 15,
September 15 and December 15,
commencing on the Settlement Date.
Record Dates: March 1, June 1, September 1 and December 1
Interest Rate following
Initial Interest Rate: Base Rate less 0.35%
Base Rate: The Base Rate shall be the Constant Maturity
Treasury Rate set forth in the Federal
Reserve Board publication H.15(519) opposite
the caption "U.S.
Government/Securities/Treasury Constant
Maturities/", decompounded to a Quarterly
Rate, in the Index Maturity with respect to
the applicable Interest Determination Date.
If the H.15(519) is no longer published, the
Constant Maturity Treasury Rate shall be the
rate that was set forth on Telerate Page
7055, or its successor page (as determined by
the Treasury Rate Determination Agent), on
the applicable Interest Determination Date
opposite the applicable Index Maturity. If
no such rate is set forth, then the Constant
Maturity Treasury Rate for such Interest
Reset Date shall be established by the
Treasury Rate Determination Agent as follows.
The Treasury Rate Determination Agent will
contact the Federal Reserve Board and request
the Constant Maturity Treasury Rate, in the
applicable Index Maturity, for the Interest
Reset Date. If the Federal Reserve Board
does not provide such information, then the
Constant Maturity Treasury Rate for such
Interest Reset Date will be the arithmetic
mean of quotations reported by three leading
U.S. government securities dealers (one of
which may be the Treasury Rate Determination
Agent), according to their written records,
with reference to the 3:00 p.m. (New York
City time) Interest Rate Determination Date
closing bid-side yield quotations for the
noncallable U.S. Treasury Note that is
nearest in maturity to the Index Maturity,
but not less than exactly the Index Maturity
and for the noncallable U.S. Treasury Note
that is nearest in maturity to the Index
Maturity, but not more than exactly the Index
Maturity. The Treasury Rate Determination
Agent shall calculate the Constant Maturity
Treasury Rate by interpolating to the Index
Maturity based on an Actual/Actual day count
basis, the yield on the two Treasury Notes
selected. If the Treasury Rate Determination
Agent cannot obtain three such adjusted
quotations, the Constant Maturity Treasury
Rate for such Interest Reset Date will be the
arithmetic mean of all such quotations, or if
only one such quotation is obtained, such
quotation, obtained by the Treasury Rate
Determination Agent. In all events, the
Treasury Rate Determination Agent shall
continue polling dealers until at least one
adjusted yield quotation can be determined.
In no event will the coupon be less than
zero. Interest will be calculated on the
basis of a year of 12 30-day months.
Interest Determination
Date: Ten Business Days prior to the Interest Reset
Date
Redemption: The Notes are not redeemable prior to
maturity.
Selling Agent: Salomon Brothers Inc
Selling Agent's
Capacity: Principal
Selling Agent's
Commission: No commission will be payable in connection
with the sale of the
Notes.
Calculation Agent: Salomon Brothers Inc
Treasury Rate
Determination Agent: Salomon Brothers Inc
United States Taxation
The following discussion of the United States federal income tax
consequences of the ownership of the Notes supplements, and to the
extent inconsistent with, replaces the discussion under the caption
"United States Taxation" in the Prospectus Supplement dated August 19,
1992. Terms used and not defined herein have the same meanings as in
the Prospectus Supplement.
This discussion is based on regulations (the "Regulations") under
the original issue discount and related provisions of the Internal
Revenue Code of 1986, as amended. The Regulations will apply to debt
instruments issued on or after April 4, 1994, but generally taxpayers
may rely on the Regulations for debt instruments issued on or after
December 21, 1992.
Under the Regulations the Notes will be treated as variable rate
debt instruments. Interest on a Note will be taxable to a beneficial
owner who or that is a United States Holder as ordinary income at the
time it is received or accrued, depending on the holder's method of
accounting for tax purposes.
The current "backup withholding" rate, if applicable, is 31%.
Plan of Distribution
The Selling Agent has purchased the Notes as principal in this
transaction for resale to one or more investors at varying prices
related to prevailing market conditions at the time or times of resale
as determined by the Selling Agent.
