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EXHIBIT 99.4a
PACIFIC BELL
OFFICERS' CERTIFICATE
6-5/8% Notes Due November 1, 2009
Pursuant to Section 2.02(a) of the
Indenture Identified Below
The undersigned, Donald E. Kiernan, Vice President of Pacific
Bell (the "Company"), and Roger W. Wohlert, Treasurer of the Company, acting
pursuant to an authorization contained in certain resolutions duly adopted by
the Board of Directors of the Company on October 2, 1997, do hereby determine
and establish the following terms for a series (the "Series") of the Company's
debt securities (the "Securities") to be issued under an Indenture, dated as of
October 7, 1997 (the "Indenture"), from the Company to The Bank of New York, as
Trustee (terms defined in the Indenture shall have the meanings as so defined
when used herein, unless otherwise defined herein):
(1) Title of Securities of the Series: 6-5/8% Notes Due November 1,
2009
(2) Limit, if any, upon the aggregate principal
amount of Securities of the Series which may be
authenticated and delivered under the Indenture
(except for Securities authenticated and
delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of
the Series pursuant to Section 2.08, 2.09,2.12,
3.06 or 9.05 of the Indenture): $150,000,000
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(3) Date or dates on which the principal of
Securities of the Series is payable: November 1, 2009
(4) With respect to interest on Securities of the
Series:
(a) The rate or rates at which Securities of 6-5/8% per annum on non-overdue principal
the Series shall bear interest: and (to the extent that the payment of such
interest shall be legally enforceable) on
any overdue
principal and any overdue installment of
interest.
(b) The method of calculating such rate or
rates of interest: Not applicable.
(c) The date from which such interest shall November 7, 1997, or from the most recent
accrue: May 1 or November 1 to which interest has
been paid or duly provided for, until the
principal thereof is paid or made available
for payment.
(d) The dates on which such interest shall be May 1 and November 1,
payable ("Interest Payment Dates"): commencing May 1, 1998.
(e) Record dates for interest payable on any The close of business on the April 15 or
interest payment date: October 15 (even if a Legal Holiday), as
the case may be, next preceding an Interest
Payment Date shall be the "Regular Record
Date" for the interest payable on such
Interest Payment Date; a special record
date shall be fixed for the payment of
defaulted interest in accordance with
Section 2.14 of the Indenture.
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(5) Place or places where the principal of and At the office or agency of the Company
interest on Securities of the Series shall be maintained for such purpose in the Borough
payable: of Manhattan, The City of New York, State
of New York, which at the date hereof is
the principal corporate trust office of the
Trustee, and at any other office or agency
maintained by the Company for such purpose,
provided, however, that at the option of
the Company it may pay interest by check or
draft mailed to the Holder's address as it
appears on the register for Securities of
the Series.
(6) With respect to redemption, in whole or in part, The Securities of the Series are not
of Securities of the Series at the option of the redeemable prior to maturity.
Company:
(7) With respect to the mandatory redemption or
purchase of Securities of the Series:
(a) Any provisions for a sinking fund or
analogous provisions or for mandatory
redemption upon the happening of a
specified event or for redemption or
purchase at the option of a Holder: Not applicable.
(b) The period or periods within which such
redemptions or purchases must be made: Not applicable.
(c) The applicable price or prices at which
such redemptions or purchases must be
made: Not applicable.
(d) The terms and conditions of such
redemptions or purchases: Not applicable.
(8) Denominations in which Securities of the Series $1,000 and integral multiples thereof.
are issuable:
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(9) If other than the principal amount thereof, the
portion of the principal amount of Securities of
the Series payable on declaration of acceleration
pursuant to Section 6.02 of the Indenture: Not applicable.
(10) (a) Whether Securities of the Series are
issuable as Registered Securities,
Unregistered Securities (with or without
Interest coupons), or any combination
thereof: Registered Securities only.
(b) Any restrictions applicable to the
offering or sale of Unregistered
Securities: Not applicable.
(c) Whether, and the terms upon which,
Unregistered Securities of the Series may
be exchanged for Registered Securities of
the Series and vice versa: Not applicable.
(11) With respect to the payment of additional amounts
on Securities of the Series held by a person who
is not a U.S. person in respect of taxes or
similar charges withheld or deducted:
(a) Whether and under what circumstances such
payments will be made: Not applicable.
(b) If such additional amounts are to be paid,
whether the Company will have the option
to redeem such Securities of the Series
rather than pay such additional amounts: Not applicable.
(12) Whether the Securities of the Series are issuable The Securities of the Series will be
in whole or in part in the form of one or more represented by a Global Security or
Global Securities and, in such case, the Securities to be deposited with The
Depository for such Global Security or Depository Trust Company, as Depository, in
Securities: accordance with its "book-entry only"
procedures.
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(13) The currency or currencies in which payment of
the principal of and interest on the Securities
of the Series shall be payable: U.S. dollars.
(14) Whether the amount or payments of principal of or
interest on the Securities of the Series may be
determined with reference to an index and, in
such case, the manner in which such amounts shall
be determined: Not applicable.
(15) Any other covenants or terms of Securities of the
Series, including any additional restrictive
covenants not described above or any terms
required by United States laws or regulations or
advisable in connection with the marketing of
Securities of the Series: None.
(16) Initial public offering price of Securities of 99.107% of their principal amount.
the Series:
(17) Underwriters' commission or discount as a
percentage of the principal amount of Securities
of the Series to be issued: .675%
(18) Agency fees as a percentage of the principal
amount of Securities of the Series to be issued: Not applicable.
(19) Attached to this Certificate as Exhibit A is a
specimen of the Securities of the Series, which
is hereby approved.
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(20) Attached to this Certificate as Exhibit B is the
form of the Underwriting Agreement (including
Schedules I and II thereto), which is hereby
approved, relating to the offering and sale of
the Securities of the Series and the Securities
of another series to be issued under the
Indenture entitled 7 1/4% Debentures Due November
1, 2027, the terms and forms of which have been
determined and established pursuant to a separate
Officers' Certificate dated the date hereof.
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IN WITNESS WHEREOF, we have executed this Certificate on behalf of the Company.
Dated: November 4, 1997
By: /s/ DONALD E. KIERNAN
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Name: Donald E. Kiernan
Title: Vice President
By: /s/ ROGER W. WOHLERT
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Name: Roger W. Wohlert
Title: Treasurer
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