1 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: FEBRUARY 13, 1998 PACIFIC BELL A CALIFORNIA CORPORATION COMMISSION FILE NO. 1-1414 IRS EMPLOYER IDENTIFICATION NO. 94-0745535 140 NEW MONTGOMERY ST. SAN FRANCISCO, CALIFORNIA 94105 TELEPHONE NUMBER (415) 542-9000 2 Item 7. Financial Statements and Exhibits. Pacific Bell is filing herewith the following exhibits: (c) Exhibits. EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Underwriting Agreement, dated February 10, 1998, between Pacific Bell and Bear, Stearns & Co. Inc., as representative of the several Underwriters named in Schedule II thereto. 2 By-laws of Pacific Bell, as amended November 10, 1997. 4-a Pacific Bell Officers' Certificate for 6 1/8% Notes due February 15, 2008, dated February 10, 1998, pursuant to Section 2.02(a) of the Indenture. 4-b Form of 6 1/8% Global Note due February 15, 2008. 3 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 /s/ Donald E. Kiernan -------------------------------- Donald E. Kiernan Vice-President February 13, 1998 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Underwriting Agreement, dated February 10, 1998, between Pacific Bell and Bear, Stearns & Co. Inc., as representative of the several Underwriters named in Schedule II thereto. 2 By-laws of Pacific Bell, as amended November 10, 1997. 4-a Pacific Bell Officers' Certificate for 6 1/8% Notes due February 15, 2008, dated February 10, 1998, pursuant to Section 2.02(a) of the Indenture. 4-b Form of 6 1/8% Global Note due February 15, 2008.