Southwestern Bell Corp. and Cox Cable Communications yesterday became the latest telephone and cable company duet with news of a $4.9 billion partnership.

"[Cable issues] have already been up to nosebleed levels, and this just solidifies the bid at very expensive levels," one high-yield trader said.

Analysts yesterday said they knew of no public debt that Cox has outstanding

"It's a private as private can be," said Ned Zachar, a vice president in Bear, Stearns & Co.'s high-yield research group.

A high-grade trader reported no change in Southwestern Bell issues.

"I don't think it will affect the debt structure at all," he said.

The partnership will jointly own and operate 21 Cox cable systems serving 1.62 million customers, according to a release issued by the two companies.

The partnership will also enhance existing cable networks to provide new services and pursue acquisition of additional cable operations and programming investments, the release says.

The two companies have signed a "memorandum of understanding" that calls for Southwestern Bell to put $1.6 billion into the partnership. Much of the infusion is designated for "aggressively" expanding cable subscribership past the current 1.62 million customers and to acquire programming interests.

Southwestern Bell will get a 40% ownership stake in the partnership, with the option to increase it to 50% within three years.

Cox Cable will have a 60% stake and contribute $3.3 billion in assets, including $2.3 billion in voting equity and $1 billion in a nonvoting preferred partnership interest.

The joint venture is expected to close the third quarter of next year. The private partnership will be based in Atlanta.

"This is not simply another telephone company investing in a cable company or an outright acquisition," Edward Whitacre, Southwestern Bell's chairman and chief executive officer, said in the release. "What we are doing is blending the skills of Cox and SBC into a new enterprise that will operate and expand cable and multimedia networks to serve customers and build value for our shareowners."

Phelps Hoyt, a vice president and high-yield analyst at Duff & Phelps Corp., said yesterday's announcement continues the recent trend.

"We think the telephones are going to continue to make investments in cable companies," said Hoyt, who recently delivered the cable portion of a Duff & Phelps presentation called "MultiMedia 2000: The Shotgun Wedding of Voice and Video."

The Southwestern and Cox Cable venture is a partnership, Hoyt said. It therefore differs from the proposed Bell Atlantic Co. and TeleCommunications Inc. merger announced in October, and US West's $2.5 billion investment in Time Warner Entertainment. The US West investment was announced May and closed in September, a Time Warner spokesman said yesterday.

Telephone companies are hurriedly seeking cable company alliances to position themselves to take advantage of the development of full service networks, Hoyt said.

"The people without a dance partner could be left behind," he said.

In other news, RJR Nabisco Holdings Corp. yesterday announced a restructuring plan that would trim 6,000 jobs and result in a $445 million after tax charge in the fourth quarter.

"Our restructuring program is intended to improve margins in both the tobacco and food businesses, so we can resume our earnings growth track next year," Charles M. Harper, RJR's chairman and chief executive officer, said in a company release.

The $445 million charge translates to 32 cents per fully diluted share, the release says. Harper said the restructuring will boost the company's net income in coming years by an average of $250 million annually.

The major component of the charge is the 6,000 employee reduction, which will be felt companywide and spread among administrative, sales and distribution, and operations workers in both the food and tobacco operations. RJR Nabisco employs 63,000 people worldwide.

Also included in the charge are cuts in corporate expenses, promotions and merchandising programs, and manufacturing cost improvements, the release says.

While its domestic tobacco results for 1993 "reflect the unsettled business environment for the entire industry," RJR has witnessed some signs that stability is returning, the release says. Excluding domestic tobacco, nine-month operating income from continuing businesses rose 16%, RJR said.

"We are meeting our near-term challenges effectively," Harper said in the release. "But perhaps most importantly, with 1993 almost behind us, we are settingt the stage for earnings growth in 1994."

RJR Nabisco Holdings is the parent company of RJR Nabisco Inc.

In secondary trading high-yield bonds ended 1/8 to 1/4 point higher, with Stone Container Corp. bonds continuing to show strength.

"The whole market just seems to be much better bid," one trader said. Spreads on high-grade issues were unchanged to wider in spots.

Now Issues

Dean Witter Discover issued $400 million of floating-rate notes due Dec. 15, 1995, at par. The notes were priced to yield 25 basis points more than the one-month commercial paper rate. Moody's Investors Service rates the offering A3, while Standard & Poor's Corp. rates it A. Fitch Investors Service rates it A-plus. Dean Witter Reynolds Inc. was lead manager on the offering.

Northern States Power sold a two-part first mortgage bond offering totaling $170 million. The first tranche consisted of $100 million of 5.75% bonds due 2000. The noncallable bonds were priced at 99.483 to yield 5.841 or 38 basis points more than the Treasury's 8.5% debt of November 2000. The second piece consisted of $70 million of 6.125% bonds due 2005. The noncallable bonds were priced at 99.079 to yield 6.235% or 52 basis points more than 10-year Treasuries. Moody's rates the offering Aa2, while Standard & Poor's rates it AA-minus. Kidder, Peabody & Co. was lead manager.

Florida Power Corp. came to make with $100 million of 7% first mortgage bonds due 2023. Noncallable for 10 years, the bonds were priced at 99.375 to yield 7.05% or 70 basis points more than comparable Treasuries. Moody's rates the offering Aa3, while Standard & Poor's rates it AA-minus. J.P. Morgan Securities Inc. won competitive bidding to underwrite the offering.

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