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EXHIBIT 99.4d
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Pacific
Bell 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.
PACIFIC BELL
No. R- CUSIP
7-1/4% Debentures Due November 1, 2027
PACIFIC BELL, a California corporation (herein referred to as the "Company"),
for value received, hereby promises to pay to Cede & Co., as nominee of The
Depository Trust Company, or registered assigns, the principal sum of
______________ on November 1, 2027, at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan, The City of New York,
State of New York, 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 on the unpaid principal amount hereof from
November 7, 1997, or from the most recent date to which interest has been paid
or duly provided for, payable semi-annually on May 1 and November 1 in each
year, with the first interest payment commencing May 1, 1998, at the rate of
7-1/4% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for on
May 1 and November 1, as the case may be, will, as provided in the Indenture
hereinafter referred to, be paid to the person in whose name this Global
Security is registered at the close of business on April 15 and October 15
(whether or not a Legal Holiday), as the case may be, next preceding May 1 and
November 1, as the case
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may be. Any such payments of interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder as of such April 15 and
October 15, as the case may be, and may either be paid to the person in whose
name this Global Security is registered at the close of business on a special
record date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this Series
not less than 15 days prior to such special record date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this Series may be listed, all
as more fully provided in said Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL SECURITY 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 Global Security 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.
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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.
DATED: November 7, 1997 PACIFIC BELL
By:
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Name: Donald E. Kiernan
Title: Vice President
By:
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Name: Roger W. Wohlert
Title: Treasurer
CERTIFICATE OF AUTHENTICATION
THIS GLOBAL SECURITY IS ONE OF
THE SECURITIES OF THE SERIES
DESIGNATED HEREIN REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.
THE BANK OF NEW YORK
AS TRUSTEE
By:
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Authorized Signature
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REVERSE OF GLOBAL SECURITY
This Global Security is one of the duly authorized issue of debt
securities of the Company (herein referred to as the "Securities") to be issued
under and pursuant to an Indenture dated as of October 7, 1997 (herein referred
to as the "Indenture"), duly executed and delivered by the Company to The Bank
of New York, as 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 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 additional covenants and Events of Default and may otherwise vary as
provided in the Indenture. This Global Security is one of the series designated
on the face hereof and such series is limited in aggregate principal amount to
$100,000,000. References herein to "Securities" shall mean the Securities of
said series.
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 the Company 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 of any supplemental 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 Security 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 the
Company with any provision of the Indenture, any supplemental 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 Global Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not a notation of such waiver is made upon this Global Security.
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No reference herein to the Indenture and no provision of this Global
Security 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 Global Security at the times, place and rate, and in the coin
or currency, herein prescribed. The Securities are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.
The Securities are not redeemable prior to November 1, 2007. On or
after November 1, 2007, and prior to maturity, the Company, at its option, may
redeem all or from time to time any part of the Securities upon not less than
30 days but not more than 60 days' notice at the following redemption prices
(expressed as a percentage of the principal amount) during the 12-month periods
beginning November 1:
Year Redemption Price
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2007...................................... 103.2035%
2008...................................... 102.8832%
2009...................................... 102.5628%
2010...................................... 102.2425%
2011...................................... 101.9221%
2012...................................... 101.6018%
2013...................................... 101.2814%
2014...................................... 100.9611%
2015...................................... 100.6407%
2016...................................... 100.3204%
and thereafter at 100% of the principal amount thereof, in each case together
with accrued interest to the redemption date.
Ownership of this Global Security shall be proved by the register for
the Securities kept by the Registrar. The Company, the Trustee and any agent of
the Company may treat the person in whose name this Global Security is
registered as the absolute owner thereof for all purposes.
No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this Global
Security or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each
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Holder by accepting this Global Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of this Global Security.
All terms used in the Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
GLOBAL SECURITY.
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