<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 21, 1992)
$70,000,000
UNITED TELEPHONE COMPANY OF FLORIDA
8 3/8% FIRST MORTGAGE BONDS, SERIES HH DUE JANUARY 15, 2025
--------------
Interest on the Series HH Bonds is payable semiannually on January 15 and
July 15 of each year, commencing July 15, 1995. The Series HH Bonds will mature
January 15, 2025. The Series HH Bonds will not be redeemable prior to maturity
except as provided in "Description of the Bonds--Redemption" in the Prospectus.
The Series HH Bonds will be represented by one or more global securities
registered in the name of a nominee of The Depository Trust Company, as
Depositary. Interests in the Bonds will be shown on, and transfers thereof will
be effected only through, records maintained by the Depositary and its
participants. Except as described in "Certain Terms of the Bonds--Book-Entry
System," owners of beneficial interests in the global securities will not be
entitled to receive Bonds in definitive form and will not be considered the
holders thereof. Settlement for the Bonds will be made in immediately available
funds. The Bonds will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Bonds will
therefore settle in immediately available funds. See "Certain Terms of the
Bonds--Same-Day Settlement and Payment."
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public* Commissions+ Company*++
<S> <C> <C> <C>
Per Series HH Bond............... 98.366% 0.400% 97.966%
Total............................ $68,856,200 $280,000 $68,576,200
<FN>
- ------------------------
* Plus accrued interest, if any, from the date of delivery to the
Underwriters.
+ The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
++ Before deducting expenses payable by the Company estimated at $340,000.
</TABLE>
-------------------
The Series HH Bonds are offered by the several Underwriters, subject to
prior sale, when, as and if
issued to and accepted by them, subject to approval of certain legal matters by
counsel for the Underwriters and certain other conditions. The Underwriters
reserve the right to withdraw, cancel or modify such offer and to reject orders
in whole or in part. It is expected that delivery of the Series HH Bonds will be
made in book-entry form only through the facilities of The Depository Trust
Company on or about January 26, 1995.
-------------------
DILLON, READ & CO. INC. PAINEWEBBER INCORPORATED
The date of this Prospectus Supplement is January 12, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES HH BONDS
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The address for the New York Regional Office of the Securities and Exchange
Commission (the "Commission") has been changed to 7 World Trade Center, Suite
1300, New York, New York 10048 and the address for the Midwest Regional Office
of the Commission has been changed to Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. The Midwest Stock Exchange changed its
name to the Chicago Stock Exchange. See "Available Information" in the
Prospectus dated September 21, 1992 (the "Prospectus").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-1244) are incorporated herein by reference in lieu of the documents
incorporated by reference in the Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1993;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1994; and
3. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Prospectus Supplement and prior to the
termination of the offering of the Bonds offered hereby.
Any statement contained in a document incorporated by reference or deemed to
be incorporated by reference in this Prospectus Supplement or the Prospectus
shall be deemed to be modified or superseded for purposes of this Prospectus
Supplement and the Prospectus to the extent that a statement contained herein or
in any subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or replaces such statement. Any statement so
modified, superseded or replaced shall not be deemed, except as so modified,
superseded or replaced, to constitute a part of this Prospectus Supplement or
the Prospectus.
The Company will furnish without charge to each person to whom a copy of
this Prospectus Supplement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents which are incorporated by
reference herein, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Written
requests should be addressed to: United Telephone Company of Florida, P.O. Box
165000, Altamonte Springs, Florida 32716-5000, Attention: Treasurer. Telephone
requests may be directed to (407) 889-6412.
CERTAIN TERMS OF THE BONDS
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE BONDS OFFERED
HEREBY SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE
BONDS SET FORTH IN THE PROSPECTUS, TO WHICH DESCRIPTION REFERENCE IS HEREBY
MADE.
The 8 3/8% First Mortgage Bonds, Series HH due January 15, 2025 ("Series HH
Bonds") will be limited to $70,000,000 aggregate principal amount and will
mature on January 15, 2025. The Series HH Bonds will bear interest at the rate
per annum shown on the front cover of this Prospectus Supplement from the date
of delivery thereof (expected to be on or about January 26, 1995), or from the
most recent interest payment date to which interest has been paid or provided
for, payable semiannually on January 15 and July 15 of each year, commencing
July 15, 1995, to the person in
S-2
<PAGE>
whose name the Series HH Bond (or any predecessor Series HH Bond) is registered
at the close of business on the January 1 or July 1 (the record date) next
preceding such interest payment date, subject to certain exceptions.
(Thirty-Fifth Supplemental Indenture, Article I, Section 1)
The Series HH Bonds will not be redeemable prior to maturity except as
provided in "Description of the Bonds--Redemption" in the Prospectus.
The Bank of New York, New York, New York, became successor trustee under the
Indenture on February 22, 1994, when it acquired the corporate trust business of
Barnett Banks Trust Company, N.A. Sprint Corporation ("Sprint"), which owns all
of the common stock of the Company, has a normal business banking relationship
with the Trustee, including the borrowing of funds under a revolving credit
agreement with a syndicate of domestic and international banks which includes
the Trustee. The Trustee is also a trustee under an indenture pursuant to which
Sprint has issued senior unsecured debt.
Principal of and interest on the Series HH Bonds shall be payable at the
principal corporate trust office of The Bank of New York in New York, New York.
The total principal amount of bonds outstanding under the Indenture as of
December 31, 1994 was $372,500,000. All of the outstanding bonds secured by a
prior lien on the Mortgage Properties in the territories served by the former
United Telephone Company of Florida and The Winter Park Telephone Company prior
to the 1982 Merger have matured or been redeemed. See "The Company" and
"Description of the Bonds -- Security and Priority" in the Prospectus. There
continues to be a prior lien on all Mortgaged Property in the territory served
by Orange City Telephone Company, Incorporated ("Orange City"), prior to the
1982 Merger. As of December 31, 1994, $830,884 aggregate principal amount of
prior lien indebtedness issued by Orange City was outstanding. No additional
debt subject to such prior lien may be issued. Available "net bondable
expenditures" were in excess of $1.6 billion as of November 30, 1994. See
"Description of the Bonds -- Issuance of Additional Bonds" in the Prospectus.
Certain provisions of the Indenture are effective only so long as any bonds
of Series R through Series W are outstanding, and certain changes to the
Indenture are effective when no bonds of Series R through Series W are
outstanding or when no bonds of Series R are outstanding. See "Description of
the Bonds" in the Prospectus. At December 31, 1994, no bonds of Series R through
W were outstanding except the Series R bonds, which mature April 1, 1995.
BOOK-ENTRY SYSTEM
The Series HH Bonds will be issued in the form of one or more fully
registered global securities (collectively, the "Global Bond") which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary") and registered in the name of the Depositary's nominee.
Except as set forth below, the Global Bond may be transferred, in whole and not
in part, only by the Depositary to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary.
The Depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. The Depositary is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the Depositary's system is also
S-3
<PAGE>
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to the Depositary and its participants are on file with the
Commission.
Purchases of Bonds under the Depositary's system must be made by or through
Direct Participants, which will receive a credit for the Bonds on the
Depositary's records. The ownership interest of each actual purchaser of each
Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfer of
ownership interests in the Bonds are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interest in Bonds,
except in the event that use of the book-entry system for the Bonds is
discontinued.
To facilitate subsequent transfers, all Bonds deposited by Participants with
the Depositary are registered in the name of the Depositary's partnership
nominee, Cede & Co. The deposit of Bonds with the Depositary and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
The Depositary has no knowledge of the actual Beneficial Owners of the Bonds;
the Depositary's records reflect only the identity of the Direct Participants to
whose accounts such Bonds are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither the Depositary nor Cede & Co. will consent or vote with respect to
Bonds. Under its usual procedures, the Depositary mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to the Depositary.
The Depositary's practice is to credit Direct Participants' accounts on the
payable date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of the Depositary, the Trustee, or the Company, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of the Company or
the Trustee, disbursement of such payments to Direct Participants is the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect Participants.
The foregoing information concerning the Depositary and the Depositary's
book-entry system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
Unless and until it is exchanged in whole or in part for certificated Bonds
in definitive form, the Global Bond may not be transferred except as a whole by
the Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.
S-4
<PAGE>
The Bonds represented by the Global Bond are exchangeable for certificated
Bonds in definitive form of like tenor as such Bonds in denominations of $1,000
and in any greater amount that is an integral multiple thereof if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Bond or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its discretion at any time determines not to have
all of the Bonds represented by the Global Bond and notifies the Trustee
thereof, or (iii) an Event of Default has occurred and is continuing with
respect to the Series HH Bonds. Any Bond that is exchangeable pursuant to the
preceding sentence is exchangeable for certificated Bonds issuable in authorized
denominations and registered in such names as the Depositary shall direct.
Subject to the foregoing, the Global Bond is not exchangeable, except for a
Global Bond or Global Bonds of the same aggregate denominations to be registered
in the name of the Depositary or its nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Bonds will be made by the Underwriters in immediately
available funds. So long as the Depositary continues to make its Same-Day Funds
Settlement System available to the Company, all payments of principal of and
interest on the Bonds will be made by the Company in immediately available
funds.
Secondary trading in long-term notes, debentures and bonds of corporate
issuers is generally settled in clearinghouse or next-day funds. In contrast,
the Bonds will trade in the Depositary's Same-Day Funds Settlement System, and
secondary market trading activity in the Bonds will therefore be required by the
Depositary to settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in the Bonds.
SELECTED FINANCIAL INFORMATION
The following summary is qualified in its entirety by the detailed
information and financial statements included in the documents incorporated by
reference in this Prospectus Supplement. See "Incorporation of Certain Documents
by Reference."
<TABLE>
<CAPTION>
AS OF OR FOR
AS OF OR FOR THE THE
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
-------------------------- ------------
1994 1993 1993
------------ ---------- ------------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Operating Revenues................................ $ 636,154 $ 594,817 $ 802,368
Net Income........................................ $ 84,612 $ 45,244(1) $ 77,321 (1)
Total Assets...................................... $1,642,682 $1,587,893 $1,612,083
Total Debt and Redeemable Preferred Stock(2)...... $ 471,278 $ 462,162 $ 461,095
Common Stock and Other Stockholder's Equity....... $ 705,012 $ 698,053 $ 715,104
Ratio of Earnings to Fixed Charges(3)............. 5.61 3.30 4.10
<FN>
- ------------------------
(1) Net Income for the nine months ended September 30, 1993 and for the year
ended December 31, 1993, reflects a reduction of approximately $29 million
and $31 million, respectively, resulting from the portion of the merger and
integration costs attributable to the Company as a result of the merger of
Sprint and Centel Corporation (the "Sprint/Centel merger"). Net income also
includes extraordinary losses on early extinguishments of debt. The effect
of such losses was to decrease net income by $0.8 million and $1.4 million,
net, for the nine months ended September 30, 1993, and for the year ended
December 31, 1993, respectively.
(2) Total Debt consists of short-term debt and long-term debt, including
current maturities.
(3) The ratios of earnings to fixed charges have been computed by dividing
fixed charges into the sum of (a) income before extraordinary item, less
capitalized interest included in income, (b) income taxes and (c) fixed
charges. Fixed charges consist of interest on all indebtedness (including
</TABLE>
S-5
<PAGE>
<TABLE>
<S> <C>
amortization of debt issuance expenses) and the interest factor of
operating rents. In the absence of the Company's recognition of
non-recurring charges related to the Sprint/Centel merger, the ratio of
earnings to fixed charges for the nine months ended September 30, 1993
would have been 4.83 and the ratio of earnings to fixed charges for the
year ended December 31, 1993 would have been 5.40.
</TABLE>
The ratio of earnings to fixed charges for the year ended December 31, 1992
was 4.70.
REGULATORY DEVELOPMENTS
On December 1, 1994, the Florida Public Service Commission ("FPSC") opened
the market for intraLATA toll service to full competition. The transition to
full competition will begin in late 1995 and be completed over a two to three
year period. Under the change, customers will be able to select a carrier for
intraLATA toll service just as they currently do for interLATA toll service.
On December 20, 1994, the FPSC approved the Company's proposal, filed
November 2, 1994, for rate reductions with an effective date of January 1, 1995.
The total proposed revenue reduction is projected to be $10.6 million in 1995.
The FPSC is scheduled to rule on the Company's proposed interim depreciation
rates, based on the Company's triennial depreciation study, on January 17, 1995.
The proposed interim depreciation rate increase amounts to approximately $17
million on an annual basis. This amount is subject to reduction by an amount
equal to 25% of any one-time depreciation expense approved by the FPSC for 1994
in order to bring the Company's 1994 earnings below the cap (established by the
FPSC at 13% for 1994) on its authorized return on equity. A final ruling on
depreciation rates is not expected until late 1995 or early 1996.
USE OF PROCEEDS
The net proceeds from the sale of the Series HH Bonds will be used to repay
short-term debt consisting of commercial paper. Approximately $61 million of the
commercial paper was initially incurred in the redemption of long-term debt in
1993 and 1994. The remainder of the commercial paper was incurred to fund the
construction of plant and for working capital purposes. At January 12, 1995,
$94.7 million principal amount of commercial paper was outstanding at interest
rates ranging from 5.43% to 5.67%.
VALIDITY OF THE BONDS
The validity of the Series HH Bonds will be passed upon for the Company by
Jerry M. Johns, Esq., Vice President--Law & External Relations and Secretary of
the Company, and by Don A. Jensen, Esq., Vice President and Secretary of Sprint,
and special counsel for the Company, 2330 Shawnee Mission Parkway, Westwood,
Kansas 66205, and for the Underwriters by Sullivan & Cromwell, 125 Broad Street,
New York, New York 10004. Mr. Jensen and Sullivan & Cromwell may rely, as to
matters governed by Florida law, upon the opinion of Mr. Johns. As of December
31, 1994, Mr. Johns and Mr. Jensen were the beneficial owners of approximately
11,000 shares and 20,000 shares, respectively, of Sprint common stock and had
options to purchase in excess of 24,000 and 34,000 shares, respectively, of
Sprint common stock.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Dillon, Read & Co. Inc. and
PaineWebber Incorporated (the "Underwriters"), the Company has agreed to sell to
the Underwriters, and the Underwriters have severally agreed to purchase, the
respective principal amounts of the Series HH Bonds set forth after their names
below. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Series HH Bonds if any are
purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
- ------------------------------------------------------------------ ----------------
<S> <C>
Dillon, Read & Co. Inc............................................ $ 63,000,000
PaineWebber Incorporated.......................................... 7,000,000
----------------
Total........................................................... $ 70,000,000
----------------
----------------
</TABLE>
S-6
<PAGE>
The Company has been advised by the Underwriters that they propose to offer
the Series HH Bonds to the public at the offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession of not in excess of 0.35% of the principal amount of the Series HH
Bonds, and that the Underwriters and such dealers may reallow a discount of not
in excess of 0.25% of the principal amount of the Series HH Bonds to other
dealers. The public offering price and concession and discount to dealers may be
changed by the Underwriters after the initial public offering.
The Series HH Bonds are a new issue of securities with no established
trading market and will not be listed on any national securities exchange. The
Underwriters have advised the Company that they may from time to time purchase
and sell the Series HH Bonds in the secondary market, but they are not obligated
to do so. No assurance can be given that there will be a secondary market for
the Series HH Bonds.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Dillon, Read & Co. Inc. has served and continues to serve as financial
advisor to Sprint in connection with major transactions of Sprint.
S-7
<PAGE>
PROSPECTUS
UNITED TELEPHONE COMPANY OF FLORIDA
FIRST MORTGAGE BONDS
------------------
United Telephone Company of Florida (the "Company") may offer from time to
time up to $325,000,000 aggregate principal amount of its First Mortgage Bonds
(the "Bonds"). The Bonds may be offered as separate series, in amounts, at
prices and on terms to be determined at the time of sale. The Bonds may be sold
to or through underwriters for public offering pursuant to terms of offering
fixed at the time of sale. In addition, the Bonds may be sold by the Company to
other purchasers directly or through agents.
The specific designation, aggregate principal amount, initial public
offering price, maturity, interest rate (which may be fixed or variable) and
time of payment of interest, if any, purchase price, any terms for redemption at
the option of the Company or the holder, any terms for sinking fund payments or
other special terms, any listing on a securities exchange and the names of the
underwriters or agents, if any, and the compensation of such underwriters or
agents in connection with the sale of the Bonds in respect of which this
Prospectus is being delivered (the "Offered Bonds") are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement"), together with the
terms of offering of the Offered Bonds. Any underwriters, dealers, or agents
participating in the offering may be deemed underwriters within the meaning of
the Securities Act of 1933.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 21, 1992
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). All the outstanding common stock of the Company is owned by
Sprint Corporation ("Sprint"), which is also subject to these requirements.
Information concerning Sprint, its directors and officers and their remuneration
and options granted to them is set forth in proxy statements distributed to its
shareholders and filed with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Room 1400,
75 Park Place, New York, New York 10007 and Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
reports, proxy statements and other information concerning Sprint may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, the Midwest Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois 60605, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104, on which exchanges the common stock of Sprint is
listed.
This Prospectus does not contain all information set forth in the
Registration Statement on Form S-3 and Exhibits thereto which the Company has
filed with the Commission, certain portions of which have been omitted pursuant
to the Rules and Regulations of the Commission, and to which reference is hereby
made for further information with respect to the Company and the Offered Bonds.
INFORMATION INCORPORATED BY REFERENCE
The Company hereby incorporates into this Prospectus by reference the
following documents (File No. 0-1244) filed with the Commission:
(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1991; and
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1992.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Bonds covered by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the information incorporated by reference in the Registration
Statement of which this Prospectus is a part, other than exhibits to such
information unless specifically incorporated in such information. Written
requests should be addressed to: United Telephone Company of Florida, P.O. Box
5000, Altamonte Springs, Florida 32716-5000, Attention: Treasurer. Telephone
requests may be directed to (407) 889-6048.
2
<PAGE>
THE COMPANY
The Company, incorporated under the laws of Florida, is engaged in the
business of furnishing communications services, principally local, network
access and intraLATA long distance services, in the state of Florida. At July
31, 1992, it served approximately 1,050,000 customers in all or part of 24
Florida counties, comprising approximately 28% of the state's total area. The
Company's current estimate of population within its service areas is 2.0 million
as compared to the census counts of approximately 1.8 million in 1990 and 1.0
million in 1980. In addition to furnishing local service, the Company's central
offices and toll lines are connected with other telephone companies and with the
nationwide toll networks of interexchange carriers for the provision of message
toll service and other long distance services. Toll calls may thus be made to
any telephone in the United States and most other countries. Other
telecommunications services, for the most part furnished in conjunction with
other telephone companies, include facilities for private line service, data
transmission and wide area toll service (WATS).
Revenues from communication services constituted 89.6% of the operating
revenues of the Company in 1991. The remaining 10.4% was derived largely from
directory operations, equipment sales, facilities leases and billing and
collection services provided to interexchange carriers. A significant portion of
the Company's network access revenue is derived from network access billings to
American Telephone & Telegraph.
During the five years ended December 31, 1991 the compounded annual growth
rate in access lines served was 6.4%.
The following table summarizes access lines in service at the end of each of
the last five years together with the number of access minutes of use for each
of such years:
(EXPRESSED IN THOUSANDS)
<TABLE>
<CAPTION>
ACCESS LINES SERVED
------------------------------------- PERCENT ACCESS MINUTES PERCENT
YEAR RESIDENCE BUSINESS TOTAL INCREASE OF USE INCREASE
- --------------------------------------------- ------------- ----------- --------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
1991......................................... 849 263 1,112 4.3 % 4,360,713(1) 6.6%
1990......................................... 819 247 1,066 6.0 % 4,089,885(1) 12.3%
1989......................................... 778 228 1,006 7.0 % 3,642,144(1) 12.3%
1988......................................... 733 207 940 7.9 % 3,243,469(1) 20.6%
1987......................................... 682 189 871 7.0 % 2,689,538 24.2%
<FN>
- ------------------------
(1) Includes access minutes of use associated with the implementation on
January 1, 1988 of the intrastate intraLATA modified access-based
compensation (MABC) plan.
</TABLE>
Expenditures for property, plant and equipment were $175 million in 1991 and
are expected to approximate $190 million in 1992. The construction program is
primarily designed to meet growth in number of customers and usage and for
modernization and replacement. The construction program and cost estimates are
under constant review and are subject to change from time to time. The Company
anticipates that substantially all of the cash required in 1992 for its
construction program will be provided by operating activities.
The Company, as currently constituted, was formed as the result of a merger
effective December 31, 1982 (the "1982 Merger"), of the Company's affiliates --
United Telephone Company of Florida, The Winter Park Telephone Company and
Orange City Telephone Company, Incorporated -- into Florida Telephone
Corporation ("FTC"). FTC, the surviving corporation, changed its name to United
Telephone Company of Florida. The Company's principal executive offices are
located at 555 Lake Border Drive, Apopka, Florida 32703, telephone number (407)
889-6000.
3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following summary is qualified in its entirety by the detailed
information and financial statements included in the documents incorporated in
this Prospectus by reference. See "Information Incorporated by Reference".
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------
1991 1990 1989 1988 1987
------------- ------------- ------------- ---------------- -------------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Operating Revenues..................... $ 734,906 $ 717,438 $ 678,536 $ 647,257 $ 601,432
Net Income............................. $ 92,781 $ 102,414 $ 101,974 $ 102,289(1) $ 85,922
Total Assets (2)....................... $ 1,502,006 $ 1,508,223 $ 1,467,990 $ 1,329,966 $ 1,264,912
Total Debt and Redeemable Preferred
Stock (2)(3).......................... $ 450,791 $ 446,539 $ 463,566 $ 404,036 $ 403,619
Common Stock and Other Stockholder's
Equity (2)............................ $ 686,490 $ 673,444 $ 636,829 $ 586,393 $ 527,491
Ratio of Earnings to Fixed Charges
(4)................................... 4.48 4.61 4.67 4.65 4.64
<FN>
- ------------------------
(1) Includes cumulative effect of change in accounting method for income taxes
as required by the Federal Communications Commission in its revised Uniform
System of Accounts. The effect of such change was to increase net income by
$8.6 million.
(2) At end of period.
(3) Total Debt consists of short-term debt (including advances from Sprint) and
long-term debt, including current maturities.
(4) The ratios of earnings to fixed charges have been computed by dividing
fixed charges into the sum of (a) income before cumulative effect of change
in accounting method less capitalized interest included in income, (b)
income taxes and (c) fixed charges. Fixed charges consist of interest on
all indebtedness (including amortization of debt issuance expenses) and the
interest component of operating rents.
</TABLE>
The ratio of earnings to fixed charges for the six months ended June 30,
1992 was 4.42.
USE OF PROCEEDS
The net proceeds from the sale of the Bonds will be used to reduce
short-term debt, to redeem or to refund short-term debt used to redeem certain
first mortgage bonds of the Company, and for general corporate purposes,
including working capital requirements. Pending such uses, a portion of such
funds may be invested in short-term securities.
The following First Mortgage Bonds issued by the former United Telephone
Company of Florida were redeemed in August 1992 or have been called for
redemption in September 1992: $9.36 million principal amount of 9.25% First
Mortgage Bonds, Series L, due November 1, 1999; $3.95 million principal amount
of 9.75% First Mortgage Bonds, Series N, due December 1, 2000; and $25 million
principal amount of 10% First Mortgage Bonds, Series Q, due November 15, 2004.
At August 26, 1992, approximately $29 million principal amount of commercial
paper was outstanding with yields ranging from 3.5507% to 3.5778%.
DESCRIPTION OF THE BONDS
The Offered Bonds will be issued as a new series of the Company's first
mortgage bonds under the Indenture of Mortgage, dated as of January 2, 1941 (the
"Original Indenture"), between the Company and Barnett Banks Trust Company,
N.A., Jacksonville, Florida, as successor trustee ("Trustee"), as heretofore
amended and supplemented, and to be supplemented by a supplemental indenture or
4
<PAGE>
supplemental indentures relating to the Bonds (each a "Supplemental Indenture"),
which Original Indenture as so amended and supplemented is herein collectively
called the "Indenture". The total principal amount of bonds outstanding under
such Indenture as of July 31, 1992 was $313,502,000. The statements herein
concerning the Bonds and the Indenture are brief summaries of certain provisions
contained therein. They make use of defined terms and do not purport to be
complete, and they are qualified in their entirety by reference to the
Indenture, which is an exhibit to the Registration Statement, of which this
Prospectus is a part. Wherever particular provisions or defined terms of the
Indenture are referred to, such provisions or defined terms are incorporated
herein by reference.
The Prospectus Supplement will describe the following terms of the Offered
Bonds: (1) the title of the Offered Bonds; (2) the aggregate principal amount of
the Offered Bonds; (3) the date on which the Offered Bonds will mature; (4) the
rate per annum at which the Offered Bonds will bear interest and the date from
which such interest will accrue; (5) the dates on which such interest will be
payable and the regular record dates for such interest payment dates; (6) the
dates, if any, on which and the price or prices at which the Offered Bonds will,
pursuant to any sinking fund provisions, be redeemed by the Company, and the
other detailed terms and provisions of such sinking fund; (7) the date, if any,
after which and the price or prices at which the Offered Bonds may, pursuant to
any optional redemption provision, be redeemed and the other detailed terms and
provisions of such redemption; and (8) other terms referred to below as being
set forth in the Prospectus Supplement.
The Company has designated the principal office of Barnett Banks Trust
Company, N.A., Jacksonville, Florida as its office or agency where principal
(and premium, if any) and interest on the Offered Bonds shall be payable.
Interest will be paid to the person in whose name the Offered Bond is registered
at the close of business on the record date preceding the interest payment date
in respect thereof. (Form of Supplemental Indenture, Article I, Section 1)
The Offered Bonds will be issued only in fully registered form in
denominations of $1,000 or multiples thereof and will be exchangeable and
transferable at the above-mentioned office without charge, except for
reimbursement of governmental taxes and charges. (Form of Supplemental
Indenture, Article I)
REDEMPTION
The Offered Bonds will be redeemable at any time, as a whole or in part, at
100% of their principal amount plus interest accrued to the date fixed for
redemption, by the use of moneys deposited with or paid to the Trustee as the
proceeds from (a) the sale of property, (b) property taken under power of
eminent domain, or (c) insurance policies paid because of damage to or
destruction of property. (Original Indenture, Article 6 and Article 9, Section
9.04; Form of Supplemental Indenture, Articles I and III)
SECURITY AND PRIORITY
The Offered Bonds will be secured equally with all other bonds heretofore or
hereafter secured by the Indenture by a first lien on all real estate, buildings
and equipment, franchises, rights of way and other rights and properties,
including property hereafter acquired by the Company, in the territory served by
FTC prior to the 1982 Merger, subject to certain exceptions and encumbrances,
and, with respect to after-acquired property, to liens existing thereon at the
time of acquisition or placed thereon for unpaid portions of the purchase price.
The principal properties which are excluded from those subject to the lien
securing the bonds are cash and securities not deposited with the Trustee, bills
and accounts receivable, and goods, merchandise and equipment acquired for
resale in the usual course of business. (Original Indenture, granting clauses;
Form of Supplemental Indenture, granting clauses)
The Offered Bonds will also be secured equally with all other bonds
heretofore or hereafter secured by the Indenture by a second lien on all real
estate, buildings and equipment, franchises, rights of way and other rights and
properties, including property hereafter acquired ("Mortgaged Property"), in the
territories served by the former United Telephone Company of Florida and The
Winter Park Telephone Company prior to the 1982 Merger and a third lien on all
Mortgaged Property
5
<PAGE>
in the territory served by Orange City Telephone Company, Incorporated, prior to
the 1982 Merger. As of July 31, 1992, $95,360,830 aggregate principal amount of
outstanding indebtedness issued by such companies was secured by liens ranking
prior to that of the Offered Bonds on the Mortgaged Property. The redemption of
the bonds discussed under "Use of Proceeds" will reduce the amount of prior lien
indebtedness by $38,310,000. No additional debt subject to such prior liens may
be issued.
RESTRICTIONS AS TO DIVIDENDS AND TOTAL OF FUNDED DEBT AND OUTSTANDING PREFERRED
STOCK
Any restrictions on the Company's payment of cash dividends on its capital
stock or the purchase, retirement or other acquisition of its capital stock for
the specific benefit of the Offered Bonds will be described in the Prospectus
Supplement. The most restrictive provision of this type is contained in
documents relating to Rural Electrification Administration ("REA") indebtedness
secured by a first mortgage lien on the Mortgaged Property in the territory
served by Orange City Telephone Company, Incorporated, prior to the 1982 Merger.
As of June 30, 1992, approximately $338 million of retained earnings was subject
to this restriction. The last of the REA indebtedness matures in 2007. (Form of
Supplemental Indenture, Article I).
So long as any bonds of Series R through Series W are outstanding, the
Company may not allow the total of funded debt and preferred stock of all series
outstanding at any one time to exceed an amount equal to 70% of the Company's
total paid-in capitalization and earned surplus; and so long as any bonds of
Series R through Series W are outstanding, the Company may not allow the total
of funded debt to exceed an amount equal to 65% of the Company's total paid-in
capitalization and earned surplus. (Twenty-Second Supplemental Indenture,
Article I, Section 3; Twenty-Third, Twenty-Fourth, Twenty-Fifth and Twenty-Sixth
Supplemental Indentures, Article I, Section 12)
RESTRICTION ON CONSOLIDATION, MERGER AND SALES
The Company may consolidate or merge with, or transfer all the mortgaged
property as an entirety to, any corporation lawfully entitled to acquire and
operate the mortgaged property, provided that (a) the lien of the Indenture is
not impaired and (b) the successor corporation shall assume all the obligations
of the Company under the Indenture. (Original Indenture, Article 10, Section
10.01)
ISSUANCE OF ADDITIONAL BONDS
In addition to the principal amount of the bonds already outstanding,
additional bonds, including the Offered Bonds, may be issued under the Indenture
ranking equally and ratably with all the outstanding series of bonds, without
limit as to amount, subject to the conditions stated below. Additional bonds may
be issued against property additions, for refunding purposes or against cash.
Additional bonds may be issued under the Indenture to the extent of 60% of
available "net bondable expenditures" (the amount of such available expenditures
being in excess of $1,435,000,000 as of July 31, 1992), if the net earnings (as
defined) of the Company for a period of 12 consecutive calendar months within
the 15 calendar months immediately preceding the date of issue of such
additional bonds equal at least two times the annual interest charges on all
bonds which are then outstanding under the Indenture, prior lien bonds and such
additional bonds. (Original Indenture, Article 4, Section 4.01; Nineteenth
Supplemental Indenture, Article I, Section 1) The Offered Bonds will be issued
against property additions.
MAINTENANCE AND REPLACEMENT REQUIREMENTS
The Company is required to maintain its properties in good repair, working
order and condition. (Form of Supplemental Indenture, Article III, Section 1)
So long as any bonds of Series R through Series W are outstanding, or until
the Indenture is appropriately amended with the consent of the holders of such
series of bonds, the Company is required to make annual expenditures for
maintenance and/or provision for depreciation and/or expenditures for permanent
additions, against which no bonds may be issued, in an amount equal to not less
than 25% of its annual gross revenues from the operation of its telephone
properties. (Original Indenture, Article 6, Section 6.13; Thirty-First
Supplemental Indenture, Article III, Section 2; Form of Supplemental Indenture,
Article III, Section 2)
6
<PAGE>
MODIFICATION OF THE INDENTURE
The Indenture provides that the provisions of the Indenture may be modified,
and any part of the mortgaged property may be released, with the prior written
consent of the holders of at least 75% in principal amount of all bonds then
outstanding under the Indenture; provided, however, that no such modification
may be made which would (a) extend the maturity of, reduce the principal of,
reduce the rate of or extend the time of payment of interest on any bond,
without the express consent of the holder thereof, or (b) give any bond any
preference over any other bond, or (c) permit the creation of any lien prior to
or equal with the lien of the Indenture, and provided further, that no
modification of any right which shall have been specifically provided in respect
of any particular series of bonds shall be effective unless consented to by the
holders of at least 75% in principal amount of such series of bonds (other than
in respect of the Company's Series AA bonds, Series BB bonds, Series CC bonds or
any series of the Bonds, as to which modifications may be effected with the
consent of the holders of 66 2/3% in principal amount of such series of bonds).
However, when no bonds of Series R through Series W shall be outstanding, the
Indenture may be modified or any part of the mortgaged property may be released
with the prior written consent of the holders of 66 2/3% in principal amount of
all bonds then outstanding under the Indenture, subject to the exceptions
described above, and any right specifically provided in respect of a particular
series of bonds may be modified with the consent of the holders of 66 2/3% in
principal amount of such series of bonds. No modification shall affect any
rights or obligations of the Trustee without its written consent. (Original
Indenture, Article 13, Section 13.09; Twenty-Ninth, Thirtieth and Thirty-First
Supplemental Indentures, Article III, Section 9; Form of Supplemental Indenture,
Article III, Section 9)
EVENTS OF DEFAULT AND NOTICE
An event of default includes default in payment of principal of the Bonds,
default continued for 30 days in payment of interest on the Bonds, default for
60 days after written notice in performance of any other covenant in the
Indenture and certain events of insolvency or bankruptcy. The Trustee is
required to enforce the lien of the Indenture upon the written request of
holders of one-fourth in interest of the bonds then outstanding as long as any
bonds of Series R are outstanding and upon the written request of holders of a
majority in principal amount of the bonds then outstanding if all bonds of
Series R are retired. While bonds of Series R are outstanding and when taking
any action pursuant to the request of holders of less than a majority of the
bonds outstanding, the Trustee may require certain security for expenses that it
may incur. (Original Indenture, Article 8 and Article 12, Section 12.01(l);
Twenty-Third Supplemental Indenture, Article III, Sections 5 and 19)
The Company is required to furnish to the Trustee annually an opinion of
counsel with respect to the re-recording and re-filing of the Indenture or
stating that no such action is necessary to maintain the lien of the Indenture.
The Company is also required to report annually to the Trustee as to compliance
with certain covenants of the Indenture. (Original Indenture, Article 6, Section
6.08; Twenty-Third Supplemental Indenture, Article III, Section 2)
DEFEASANCE
The Indenture provides that the Company may elect either (a) to defease and
be discharged from any and all obligations with respect to the Offered Bonds
(except for the rights of holders of the Offered Bonds to receive, solely from
the trust fund described below, payments in respect of principal (and premium,
if any) and interest on the Offered Bonds when due and the Company's obligations
to register the transfer or exchange of the Offered Bonds, to replace temporary
or mutilated, destroyed, lost or stolen Offered Bonds, to hold moneys for
payment in trust and to compensate, reimburse or indemnify the Trustee)
("defeasance") or (b) to be released from its obligations with respect to the
Offered Bonds under the restrictions, if any, in the Supplemental Indenture
relating to the Offered Bonds as to the payment of dividends, to release the
lien of the Indenture for all purposes with respect to the Offered Bonds, and to
treat the Offered Bonds as retired for purposes of Section 4.01 of the Indenture
(relating to the issuance of bonds against physical property additions)
("covenant defeasance"), upon the deposit with the Trustee (or other qualifying
trustee), in trust for such purpose, of money and/or U.S. Government Obligations
(as defined) which through the payment of principal and
7
<PAGE>
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest on the
Offered Bonds on the scheduled due dates therefor. Such a trust may be
established only if, among other things, the Company has delivered to the
Trustee an opinion of counsel (as specified in the Indenture) to the effect that
the holders of the Offered Bonds will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (a) above, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable Federal income tax law occurring after
the date of the Supplemental Indenture relating to the Offered Bonds. (Form of
Supplemental Indenture, Article II)
RELATIONSHIP WITH TRUSTEE
The Trustee is an affiliate of one of the banks with which the Company has a
line of credit. Charles E. Rice, a director of the Company and Sprint, is also
Chairman of the Board of Directors and Chief Executive Officer of Barnett Banks,
Inc., of which the Trustee is a wholly-owned subsidiary.
VALIDITY OF THE BONDS
The validity of the Bonds will be passed upon for the Company by Jerry M.
Johns, Esq., Vice President -- General Counsel and Secretary of the Company, and
by Don A. Jensen, Esq., Vice President and Secretary of Sprint, and special
counsel for the Company, 2330 Shawnee Mission Parkway, Westwood, Kansas 66205,
and for the underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004. Mr. Jensen and Sullivan & Cromwell may rely, as to matters governed
by Florida law, upon the opinion of Mr. Johns. As of July 31, 1992, Mr. Johns
and Mr. Jensen were the beneficial owners of approximately 4,000 shares and
14,000 shares, respectively, of Sprint common stock and had options to purchase
in excess of 22,000 and 28,000 shares, respectively, of Sprint common stock.
EXPERTS
The consolidated financial statements and related schedules of United
Telephone Company of Florida appearing in the Company's Annual Report (Form
10-K) for the year ended December 31, 1991, have been audited by Ernst & Young,
independent auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
PLAN OF DISTRIBUTION
The Company may offer the Offered Bonds to or through underwriters, through
agents or directly to other purchasers.
The distribution of the Offered Bonds may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such market
prices or at negotiated prices.
In connection with the sale of the Offered Bonds, underwriters or agents may
receive compensation from the Company or from purchasers of Offered Bonds in the
form of discounts, concessions or commissions. Underwriters, agents and dealers
participating in the distribution of the Offered Bonds may be deemed to be
underwriters, and any discounts or commissions received by them from the Company
and any profit on the resale of the Offered Bonds by them may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933 (the
"Securities Act").
The Offered Bonds will be a new issue of securities with no established
trading market. Underwriters and agents to whom Offered Bonds are sold by the
Company for public offering and sale may
8
<PAGE>
make a market in such Offered Bonds, but such underwriters and agents will not
be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Offered Bonds.
Pursuant to agreements which may be entered into between the Company and any
underwriters or agents named in the Prospectus Supplement, such underwriters or
agents may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as agents for the Company to solicit offers
by certain institutions to purchase the Offered Bonds from the Company pursuant
to contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obliga-
tions of any purchaser under any such contract will be subject to the condition
that the purchase of the Offered Bonds shall not at the time of delivery be
prohibited by the laws of any jurisdiction to which such purchaser is subject.
Underwriters and such other persons will not have any responsibility in respect
of the validity or performance of such contracts.
9
<PAGE>
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE BONDS OFFERED BY THIS PROSPECTUS SUPPLEMENT OR
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE BONDS IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Available Information.......................... S-2
Incorporation of Certain Documents by
Reference..................................... S-2
Certain Terms of the Bonds..................... S-2
Selected Financial Information................. S-5
Regulatory Developments........................ S-6
Use of Proceeds................................ S-6
Validity of the Bonds.......................... S-6
Underwriting................................... S-6
PROSPECTUS
Available Information.......................... 2
Information Incorporated by Reference.......... 2
The Company.................................... 3
Selected Financial Information................. 4
Use of Proceeds................................ 4
Description of the Bonds....................... 4
Validity of the Bonds.......................... 8
Experts........................................ 8
Plan of Distribution........................... 8
</TABLE>
$70,000,000
UNITED TELEPHONE
COMPANY OF FLORIDA
8 3/8% FIRST MORTGAGE BONDS,
SERIES HH
DUE JANUARY 15, 2025
-------------------
PROSPECTUS SUPPLEMENT
-------------------
DILLON, READ & CO. INC.
PAINEWEBBER INCORPORATED
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