1
EXHIBIT 4-a
PACIFIC BELL
OFFICERS' CERTIFICATE
6-1/8% Notes Due February 15, 2008
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: 6-1/8% Notes due February 15, 2008
(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): $200,000,000
2
(3) Date or dates on which the principal of
Securities of the Series is payable: February 15, 2008
(4) With respect to interest on Securities of the
Series:
(a) The rate or rates at which Securities 6-1/8% per annum on non-overdue
of the Series shall bear interest: principal 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 February 13, 1998, or from the most
shall accrue: recent February 15 or August 15 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 February 15 and August 15,
be payable ("Interest Payment commencing August 15, 1998.
Dates"):
(e) Record dates for interest payable on The close of business on the
any interest payment date: February 1 or August 1 (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.
2
3
(5) Place or places where the principal of and At the office or agency of the
interest on Securities of the Series shall be Company maintained for such purpose
payable: in the Borough 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 The Securities of the Series are not
part, of Securities of the Series at the redeemable prior to maturity.
option of the 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 $1,000 and integral multiples thereof.
Series are issuable:
3
4
(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 The Securities of the Series will be
issuable in whole or in part in the form of represented by a Global Security or
one or more Global Securities and, in such Securities to be deposited with The
case, the Depository for such Global Depository Trust Company, as
Security or Securities: Depository, in accordance with its
"book-entry only" procedures.
4
5
(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 99.417% 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: .650%
(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.
(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.
5
6
IN WITNESS WHEREOF, we have executed this Certificate on behalf of the Company.
Dated: February 10, 1998
By: /s/ Donald E. Kiernan
---------------------------
Donald E. Kiernan
Vice President
By: /s/ Roger W. Wohlert
---------------------------
Roger W. Wohlert
Treasurer
6