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EXHIBIT 4-b
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
6-1/8% Notes due February 15, 2008
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 February 15, 2008, 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
February 13, 1998, or from the most recent date to which interest has been paid
or duly provided for, payable semi-annually on February 15 and August 15 in
each year, with the first interest payment commencing August 15, 1998, at the
rate of 6-1/8% 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 February 15 and August 15, 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 February 1 and August
1 (whether or not a Legal Holiday), as the case may be, next
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preceding February 15 and August 15, as the case 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 February 1 and August 1, 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: February 13, 1998 PACIFIC BELL
By:
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Donald E. Kiernan
Vice President
By:
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Roger W. Wohlert
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 Signatory
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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 $200,000,000. 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 maturity.
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 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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February 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Document Control -- Edgar
Dear Sir or Madam:
Pacific Bell is filing herewith on the EDGAR system a Form 8-K Current
Report, dated February 13, 1998, reporting on Item 7 (Exhibits).
Please address all comments to Mr. Wayne Wirtz at (210) 351-3736 or Nancy
Justice (210) 351-3407.
Sincerely,
/s/NANCY JUSTICE
Nancy Justice