'
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GTE DELAWARE, L.P. GTE CORPORATION
(Exact name of registrant as (Exact name of registrant
as specified in its charter) specified in its charter)
DELAWARE NEW YORK
(State of incorporation (State of incorporation
or organization) or organization)
06-1395851 13-1678633
(IRS Employer Identification (IRS Employer
Identification
Number) Number)
c/o GTE CORPORATION One Stamford Forum
One Stamford Forum Stamford, Connecticut 06904
Stamford, Connecticut 06904 (Address of principal
executive
(Address of principal executive offices)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
which
Title of each class to be each class of stock is to be
registered registered
___________________________ ____________________________
9 1/4% Cumulative Monthly Income New York Stock Exchange
Preferred Securities, Series A
(liquidation preference $25 per
Preferred Security)
Guarantee for the benefit of New York Stock Exchange
holders of 9 1/4% Cumulative
Monthly Income Preferred
Securities, Series A.
Securities to be registered pursuant to Section 12(g) of the Act:
None.
2
Item 1. Description of Registrants' Securities to be Registered.
For a full description of the 9 1/4% Cumulative Monthly Income
Preferred Securities, Series A (the "Series A Preferred
Securities") of GTE Delaware, L.P. ("GTE Delaware") and the
guarantee (the "Guarantee") of GTE Corporation ("GTE") being
registered hereby, reference is made to the information contained
under the captions "Description of the Preferred Securities" and
"Description of the Guarantee" in the Prospectus dated July 6,
1994 covering up to $1,000,000,000 of Preferred Securities of GTE
Delaware (the "Prospectus") and the information contained under
the captions "Description of the Series A Preferred Securities"
and "Effect of Obligations under the Series A Junior Subordinated
Debentures and the Guarantee" in the Prospectus Supplement dated
October 6, 1994 to the Prospectus covering the Series A Preferred
Securities (the "Prospectus Supplement"). The Prospectus and the
Prospectus Supplement form part of the Registrants' Registration
Statement (Nos. 33-53495 and 33-53495-01) on Form S-3 filed with
the Securities and Exchange Commission on May 5, 1994, under the
Securities Act of 1933, as amended, which Registration Statement
was amended by Amendment No. 1 to Form S-3 Registration Statement
dated and filed with the Securities and Exchange Commission on
June 23, 1994 and Amendment No. 2 to Form S-3 Registration
Statement dated and filed with the Securities and Exchange
Commission on June 30, 1994, and declared effective on July 6,
1994. The information contained in the foregoing Registration
Statement, as amended (the "Registration Statement"), Prospectus
and Prospectus Supplement is incorporated herein by reference.
Item 2. Exhibits
2.1 Certificate of Limited Partnership of GTE Delaware,
incorporated herein by reference to Exhibit 4.5 to the
Registration Statement.
2.2 Form of Amended and Restated Agreement of Limited
Partnership of GTE Delaware, incorporated herein by
reference to Exhibit 4.6 to the Registration Statement.
2.3 Form of Action by the General Partner of GTE Delaware
creating the Series A Preferred Securities.
2.4 Form of specimen Series A Preferred Security, incorporated
herein by reference to Exhibit 4.7 to the Registration
Statement.
2.5 Form of Guarantee Agreement of GTE, incorporated herein by
reference to Exhibit 4.9 to the Registration Statement.
2.6 Form of Indenture between GTE and The Bank of New York, as
Trustee, incorporated herein by reference to Exhibit 4.1 to
the Registration Statement.
2.7 Form of First Supplemental Indenture to Indenture,
incorporated herein by reference to Exhibit 4.2 to the
Registration Statement.
2.8 Form of Series A Junior Subordinated Deferrable Interest
Debenture, Series A, Due 2024, incorporated herein by
reference to Exhibit 4.2 to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, GTE Delaware, L.P. and GTE
Corporation have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereto duly
authorized.
GTE DELAWARE, L.P.
By: GTE CORPORATION
as General Partner
By:
Name: Marianne Drost
Title: Secretary
GTE CORPORATION
By:
Name: Marianne Drost
Title: Secretary
Dated October 12, 1994
MIPS:8A:9
Action by the General Partner of GTE Delaware, L.P.
Creating the 9 1/4% Cumulative Monthly Income
Preferred Securities, Series A
Pursuant to Section 6.1 of the Amended and Restated Limited
Partnership Agreement of GTE Delaware, L.P. dated as of October
6, 1994 (as amended from time to time, the "Partnership
Agreement"), GTE Corporation, as general partner (the "General
Partner") of GTE Delaware, L.P. (the "Partnership"), desiring to
state the number, voting powers, designation, preferences,
participation, optional or other special rights and the
qualifications, limitations or restrictions of, and other matters
relating to a new series of Preferred Securities, hereby
authorizes and establishes such new series of Preferred
Securities according to the following terms and conditions:
(a) Definitions. All terms defined in the Partnership Agreement
and not otherwise defined herein shall for the purposes hereof
have the meanings set forth therein. The following terms have
the respective meanings specified below:
"Investment Company Event" means the occurrence of a change in
law or regulation or a written change, interpretation or
application of law or regulation by any legislative body, court,
governmental agency or regulatory authority (a "Change in 40 Act
Law") to the effect that the Partnership is or will be considered
an "investment company" which is required to be registered under
the Investment Company Act of 1940, as amended (the "1940 Act"),
which Change in 40 Act Law becomes effective on or after October
17, 1994; provided, however, that no Investment Company Event
shall be deemed to have occurred if the General Partner obtains a
written opinion of nationally recognized independent counsel to
the Partnership experienced in practice under the 1940 Act to the
effect that the General Partner has successfully issued an
additional or supplemental irrevocable and unconditional
guarantee (i) of accrued and unpaid dividends (whether or not
determined to be paid out of monies legally available therefor)
on the Series A Preferred Securities and (ii) of the full amount
of the Liquidation Distribution on the Series A Preferred
Securities upon a liquidation of the Partnership (regardless of
the amount of assets of the Partnership otherwise available for
distribution in such liquidation) to avoid such Change in 40 Act
Law so that in the opinion of such counsel, notwithstanding such
Change in 40 Act Law, the Partnership is not required to be
registered as an "investment company" within the meaning of the
1940 Act.
"Redemption Price" has the meaning specified in paragraph (d)(ii)
hereof.
"Series A Junior Subordinated Debentures" means the 9 1/4% Junior
Subordinated Deferrable Interest Debentures, Series A, Due 2024
issued by GTE.
"Special Event" means a Tax Event or an Investment Company Event.
"Successor Securities" has the meaning specified in paragraph (h)
hereof.
"Tax Event" means that the General Partner shall have obtained an
opinion of nationally recognized independent tax counsel
experienced in such matters to the effect that, as a result of
(a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder)
of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to or change in
an interpretation or application of such laws or regulations by
any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination
on or after such date), or (c) any interpretation or
pronouncement that provides for a position with respect to such
laws or regulations that differs from the generally accepted
position on October 17, 1994, which amendment or change is
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effective or such interpretation or pronouncement is announced on
or after October 17, 1994, there is more than an insubstantial
risk that (i) the Partnership is subject to federal income tax
with respect to interest received on the Series A Junior
Subordinated Debentures, (ii) interest payable to the Partnership
on the Series A Junior Subordinated Debentures will not be
deductible for federal income tax purposes or (iii) the
Partnership is subject to more than a de minimus amount of other
taxes, duties or other governmental charges.
(b) Number and Designation. A series consisting initially of
NINETEEN MILLION FIVE HUNDRED FIFTY THOUSAND (19,550,000)
Preferred Securities, liquidation preference $25 per Preferred
Security, is hereby designated as
"9 1/4% Cumulative Monthly Income Preferred Securities, Series A"
(hereinafter called the "Series A Preferred Securities").
(c) Dividends. (i) The Limited Partners who hold the Series A
Preferred Securities shall be entitled to receive, when, as and
if available and determined to be so distributed by the General
Partner (the General Partner's discretion to be subject to
paragraph (c)(ii) below), cumulative Dividends at a rate per
annum of 9 1/4% of the stated liquidation preference of $25 per
Series A Preferred Security, calculated on the basis of a 360-day
year of twelve 30-day months, and payable in United States
dollars monthly in arrears on the last day of each calendar month
of each year, commencing October 31, 1994. Such Dividends will
accrue and be cumulative whether or not they have been determined
to be made and whether or not there are funds of the Partnership
legally available for the payment of Dividends. Dividends on the
Series A Preferred Securities shall be cumulative from the date
of original issue, and the cumulative portion from such date to
October 31, 1994 shall be payable on October 31, 1994. In the
event that any date on which Dividends are payable on the Series
A Preferred Securities is not a Business Day, then payment of the
Dividend payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such
date. Dividends in arrears for more than one month will bear
interest thereon at the rate per annum of 9 1/4% thereof.
(ii) Dividends on the Series A Preferred Securities must be
paid on the date such Dividends are payable to the extent that
the Partnership has, on the date such Dividends are payable, (x)
funds legally available for the payment of such Dividends and (y)
cash on hand sufficient to permit such payments. Dividends will
be payable to the Holders of Series A Preferred Securities as
they appear on the books and records of the Partnership on the
relevant record dates, which, as long as the Series A Preferred
Securities remain in book-entry-only form, will be one Business
Day prior to the relevant payment dates. In the event the Series
A Preferred Securities shall not continue to remain in book-
entry-only form, the General Partner shall have the right to
select relevant record dates which shall be more than one
Business Day prior to the relevant payment dates.
(iii) The Partnership shall not:
(A) pay, or set aside for payment, any Dividends with
respect to any other Preferred Securities, unless the amount of
any Dividends declared on such other Preferred Securities is paid
on such other Preferred Securities and the Series A Preferred
Securities on a pro rata basis on the date such Dividends are
paid on such other Preferred Securities, so that
(x) the aggregate amount of Dividends paid on the Series A
Preferred Securities bears to the aggregate amount of
Dividends paid on such other Preferred Securities the same
ratio as
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(y) the aggregate of all accrued and unpaid Dividends in
respect of the Series A Preferred Securities bears to the
aggregate of all accrued and unpaid Dividends in respect of
such other Preferred Securities; or
(B) redeem, purchase or otherwise acquire any other
Preferred Securities;
until, in each case, such time as all accrued and unpaid
Dividends on the Series A Preferred Securities shall have been
paid in full for all Dividend periods terminating on or prior to,
in the case of clause (A), such payment and, in the case of
clause (B), the date of such redemption, purchase or acquisition.
(d) Redemption. (i) The Series A Preferred Securities are
redeemable, at the option of the Partnership, in whole or in part
from time to time, on or after October 17, 1999, upon not less
than 30 nor more then 60 days' notice, at the Redemption Price.
If a partial redemption would result in a delisting of the Series
A Preferred Securities, the Partnership may only redeem the
Series A Preferred Securities in whole.
(ii) Upon repayment of the Series A Junior Subordinated
Debentures at maturity or earlier, the proceeds from such
repayment shall be applied to redeem the Series A Preferred
Securities, in whole, at the redemption price of $25 per
Preferred Security plus accumulated and unpaid Dividends (whether
or not declared) to the date fixed for redemption (the
"Redemption Price") upon not less than 30 nor more then 60 days'
notice.
(iii) Except as provided in the next succeeding sentence, if
a Special Event shall occur and be continuing, the General
Partner shall elect to either (A) redeem the Series A Preferred
Securities in whole (and not in part), upon not less than 30 or
more than 60 days' notice at the Redemption Price within 90 days
following the occurrence of such Special Event; provided, that,
if at the time there is available to the General Partner the
opportunity to eliminate, within such 90 day period, the Special
Event by taking some ministerial action, such as filing a form or
making an election, or pursuing some other similar reasonable
measure which has no adverse effect on the Partnership or the
General Partner, the General Partner will pursue such measure in
lieu of redemption, or (B) dissolve the Partnership and, after
satisfaction of liabilities of creditors as required by the Act,
cause to be distributed to Holders of Series A Preferred
Securities in liquidation of the Partnership, within 90 days
following the occurrence of such Special Event, Series A Junior
Subordinated Debentures having a principal amount equal to the
aggregate liquidation preference of the outstanding Series A
Preferred Securities and with accrued interest in an amount equal
to any unpaid Dividends on the Series A Preferred Securities. In
the case of a Tax Event, the General Partner may also elect to
cause the Series A Preferred Securities to remain outstanding.
After the date fixed for any distribution of Series A Junior
Subordinated Debentures upon dissolution of the Partnership, (i)
the Series A Preferred Securities will no longer be deemed to be
outstanding, (ii) DTC or its nominee, as the record Holder of the
Series A Preferred Securities, will receive a registered global
certificate or certificates representing the Series A Junior
Subordinated Debentures to be delivered upon such distribution
and (iii) any certificates representing Series A Preferred
Securities not held by DTC or its nominee will be deemed to
represent Series A Junior Subordinated Debentures having a
principal amount equal to the aggregate of the stated liquidation
preference of, and accrued and unpaid Dividends on, such Series A
Preferred Securities until such certificates are presented to the
General Partner or its agent for transfer or reissuance.
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(e) Redemption Procedures. (i) Notice of any redemption (a
"Notice of Redemption") of the Series A Preferred Securities will
be given by the Partnership by mail to each record Holder to be
redeemed not fewer than 30 nor more than 60 days prior to the
date fixed for redemption thereof. For purposes of the
calculation of the date of redemption and the dates on which
notices are given pursuant to this paragraph (e)(i), a Notice of
Redemption shall be deemed to be given on the day such notice is
first mailed by first-class mail, postage prepaid, to Holders of
Series A Preferred Securities. Each Notice of Redemption shall
be addressed to the Holders of Series A Preferred Securities at
the address of the Holder appearing in the books and records of
the Partnership. No defect in the Notice of Redemption or in the
mailing thereof or publication of its contents shall affect the
validity of the redemption proceedings.
(ii) In the event that fewer than all the outstanding Series
A Preferred Securities are to be redeemed, the Series A Preferred
Securities to be redeemed in the case of a redemption pursuant to
paragraph (d)(i) will be selected in accordance with paragraph
(e)(iv) hereof. The Partnership may not redeem fewer than all
the outstanding Series A Preferred Securities unless all accrued
and unpaid Dividends have been paid on all Series A Preferred
Securities for all monthly Dividend periods terminating on or
prior to the date of redemption.
(iii) If the Partnership gives a Notice of Redemption in
respect of Series A Preferred Securities, then, by 12:00 noon,
New York time, on the redemption date in the case of Clauses (A)
and (B) below or prior to the close of business on the Business
Day immediately preceding the redemption date in the case of
Clause (C) below, the Partnership will irrevocably deposit with
(A) DTC, if DTC is the Clearing Agency on the date such Notice of
Redemption is given, (B) such other Person which is the Clearing
Agency on the date such Notice of Redemption is given or (C) if
there is no Clearing Agency with respect to the Series A
Preferred Securities on the date such Notice of Redemption is
given, the Paying Agent or Paying Agents appointed by the General
Partner pursuant to Section 10.7 of the Partnership Agreement,
funds sufficient to pay the applicable Redemption Price and will
give DTC, such other Clearing Agency or the Paying Agent or
Paying Agents, as the case may be, irrevocable instructions and
authority to pay the Redemption Price to the Holders of such
Series A Preferred Securities. If Notice of Redemption shall
have been given and funds deposited as required, then upon the
date of such deposit, all rights of the Holders of such Series A
Preferred Securities so called for redemption will cease, except
the rights of the Holders of such securities to receive the
Redemption Price, but without interest on such Redemption Price.
In the event that any date fixed for redemption of Series A
Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if
such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day. In the
event that payment of the Redemption Price in respect of Series A
Preferred Securities is improperly withheld or refused and not
paid either by the Partnership or by GTE pursuant to the
Guarantee, Dividends on such Series A Preferred Securities will
continue to accrue at the then applicable rate, from the original
redemption date to the date of payment, in which case the actual
payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.
(iv) Redemption notices shall be sent to (A) Cede & Co. or
any successor nominee of DTC, in either case so long as DTC is
the Clearing Agency, (B) the nominee of any Clearing Agency other
than DTC or (C) any Paying Agent or Paying Agents appointed by
the General Partner pursuant to Section 10.7 of the Partnership
Agreement. If less than all of the Series A Preferred Securities
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are being redeemed, interests to be redeemed shall be determined
as follows: (x) in accordance with DTC's practice, so long as DTC
is the Clearing Agency, (y) in accordance with the practice of
any other Clearing Agency or (z) if, at the time such redemption
notice is sent, there is no Clearing Agency, the Paying Agent or
Paying Agents shall select, by lot or in such other manner as the
Paying Agent or Paying Agents shall deem appropriate and fair, in
their discretion, the Preferred Securities to be redeemed.
(f) Liquidation Distribution. In the event of any voluntary or
involuntary dissolution, winding up or termination of the
Partnership, Preferred Security Holders who hold the Series A
Preferred Securities at the time will be entitled to receive out
of the assets of the Partnership available for distribution to
Partners after satisfaction of liabilities of creditors as
required by the Act, before any distribution or assets is made to
the General Partner, but together with the Holders of every other
series of Preferred Securities outstanding, if any, an amount
equal to, in the case of Holders of Series A Preferred
Securities, the aggregate of the stated liquidation preference of
$25 per Preferred Security and accrued and unpaid Dividends
thereon (whether or not declared) to the date of payment, unless
in connection with such dissolution, winding up or termination,
Series A Junior Subordinated Debentures in an aggregate principal
amount equal to the aggregate of the stated liquidation
preference of $25 per Preferred Security of all Series A
Preferred Securities then outstanding have been distributed on a
pro rata basis to the Holders of the Series A Preferred
Securities.
If, upon any such liquidation, the Liquidation Distribution can
be paid only in part because the Partnership has insufficient
assets available to pay in full the aggregate Liquidation
Distribution and the aggregate maximum liquidation distributions
on any other series of Preferred Securities, then the amounts
payable directly by the Partnership on the Series A Preferred
Securities and on such other Series of Preferred Securities shall
be paid on a pro rata basis, so that
(i) the aggregate amount paid in respect of the Liquidation
Distribution bears to the aggregate amount paid as liquidation
distributions on such other series of Preferred Securities the
same ratio as
(ii) the aggregate Liquidation Distribution bears to the
aggregate maximum liquidation distributions on such other series
of Preferred Securities.
(g) Voting Rights. If (i) the Partnership fails to pay
dividends in full on the Series A Preferred Securities for 18
consecutive monthly Dividend periods, (ii) an event of default
occurs and is continuing on the Series A Junior Subordinated
Debentures or (iii) GTE is in default on any of its payment or
other obligations under the Guarantee, then the Holders of the
Series A Preferred Securities, together with the Holders of any
other series of Preferred Securities having the right to vote for
the appointment of a Special Representative of the Partnership
and the Limited Partners in such event, acting as a single class,
will be entitled by the majority vote of such Holders to appoint
and authorize a Special Representative to enforce the
Partnership's creditor rights under the Junior Subordinated
Debentures, enforce the rights of the Holders of Series A
Preferred Securities under the Guarantee and enforce the rights
of the Preferred Security Holders to receive Dividends on
Preferred Securities. GTE agrees to execute and deliver such
documents as may be necessary, appropriate or convenient for the
Special Representative to enforce such rights and obligations.
In furtherance of the foregoing, and without limiting the powers
of any Special Representative so appointed and for the avoidance
of any doubt concerning the powers of the Special Representative,
any Special
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Representative, in its own name, in the name of the Partnership,
in the name of the Limited Partners or otherwise, may institute
or cause to be instituted a proceeding, including, without
limitation, any suit in equity, an action at law or other
judicial or administrative proceeding, to enforce the
Partnership's rights directly against GTE, or any other obligor
in connection with such obligations on behalf of the Partnership,
and may prosecute such proceeding to judgment or final decree,
and enforce the same against GTE or any other obligor in
connection with such obligations and collect, out of the
property, wherever situated, of GTE or any such other obligor
upon such obligations, the monies adjudged or decreed to be
payable in the manner provided by law. The Special
Representative shall not, by virtue of acting in such capacity,
be admitted as a general partner in the Partnership or otherwise
be deemed to be a general partner in the Partnership and shall
have no liability for the debts, obligations or liabilities of
the Partnership.
For purposes of determining whether the Partnership has failed to
pay Dividends in full for 18 consecutive monthly Dividend
periods, Dividends shall be deemed to remain in arrears,
notwithstanding any payments in respect thereof, until full
cumulative Dividends have been or contemporaneously are declared
and paid with respect to all monthly Dividend periods terminating
on or prior to the date of payment of such full cumulative
Dividends. Not later than 30 days after such right to appoint a
Special Representative arises, the General Partner will convene a
meeting for the purpose of appointing a Special Representative.
If the General Partner fails to convene such meeting within such
30-day period, the Holders of 10% in liquidation preference of
the outstanding Preferred Securities will be entitled to convene
such meeting. The provisions of Section 12.3 of the Partnership
Agreement relating to the convening and conduct of meetings of
the Partners will apply with respect to any such meeting. Any
Special Representative so appointed shall cease to be a
representative of the Partnership and the Limited Partners if the
Partnership (or GTE pursuant to the Guarantee) shall have paid in
full all accumulated and unpaid Dividends on the Preferred
Securities or such default or breach, as the case may be, shall
have been cured, and GTE, as the general partner of the
Partnership is hereby authorized to and shall continue the
business of the Partnership without dissolution. Notwithstanding
the appointment of any such Special Representative, GTE retains
all rights under the Indenture, including the right to extend the
interest payment period and shall continue to be a general
partner in the Partnership.
If any proposed amendment of this Action or the Partnership
Agreement provides for, or the General Partner otherwise proposes
to effect (pursuant to an Action or otherwise), (x) any action
which would adversely affect the powers, preferences or special
rights of the Series A Preferred Securities, whether by way of
amendment of this Action or the Partnership Agreement or
otherwise (including, without limitation, the authorization or
issuance of any interests ranking, as to participation in the
profits and Dividends or in the assets of the Partnership, senior
or junior to the Series A Preferred Securities), or (y) the
dissolution, winding up or termination of the Partnership, other
than (A) a dissolution, winding up or termination in connection
with which the Partnership distributes the Series A Junior
Subordinated Debentures to the Holders of Series A Preferred
Securities upon the occurrence of a Special Event, or (B) as
described in paragraph (h) of this Action, then the Holders of
Series A Preferred Securities will be entitled to vote on such
amendment or proposal of the General Partner (but not on any
other amendment or proposal) as a class with all other Holders of
Preferred Securities similarly affected, and such amendment or
proposal shall not be effective except with the approval of
Holders of 66-2/3% in liquidation preference of such outstanding
Preferred Securities having a right to vote on the matter;
provided, however, that no such approval shall be required if the
dissolution, winding up or termination of the Partnership is
proposed or initiated pursuant to Section 11.2 of the Partnership
Agreement or upon the initiation of proceedings, or after
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proceedings have been initiated, for the dissolution, winding up
or termination of GTE.
The rights attached to the Series A Preferred Securities will be
deemed not to be adversely affected by the creation or issue of,
and no vote will be required for the creation of, any further
Preferred Securities ranking pari passu with, the Series A
Preferred Securities with regard to participation in the profits
and Dividends or in the assets of the Partnership.
Any required approval of Holders of Series A Preferred Securities
may be given at a separate meeting of such Holders convened for
such purpose, at a meeting of all of the Partners or pursuant to
written consent. The Partnership will cause a notice of any
meeting at which Limited Partners holding Series A Preferred
Securities are entitled to vote, or of any matter upon which
action by written consent of such Holders is to be taken, to be
mailed to each Holder of Series A Preferred Securities. Each
such notice will include a statement setting forth (i) the date
of such meeting or the date by which such action is to be taken,
(ii) a description of any matter on which such Holders are
entitled to vote or upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents. No
vote or consent of the Holders of Series A Preferred Securities
will be required for the Partnership to redeem and cancel Series
A Preferred Securities in accordance with the Partnership
Agreement.
Notwithstanding that Holders of Series A Preferred Securities are
entitled to vote or consent under any of the circumstances
described above, any of the Series A Preferred Securities and any
other series of Preferred Securities that are entitled to vote or
consent with such Series A Preferred Securities as a single class
at such time that are owned by GTE or any entity owned more than
50% by GTE, either directly or indirectly, shall not be entitled
to vote or consent and shall, for the purposes of such vote or
consent, be treated as if they were not outstanding.
(h) Mergers. The Partnership shall not consolidate, amalgamate,
merge with or into, or be replaced by, or convey transfer or
lease its properties and assets substantially as an entirety to
any corporation or other body, except as described below. The
Partnership may, without the consent of the Holders of the Series
A Preferred Securities, consolidate, amalgamate, merge with or
into, or be replaced by a limited partnership or a trust
organized as such under the laws of any state of the United
States of America; provided, that (i) such successor entity
either (x) expressly assumes all of the obligations of the
Partnership under the Series A Preferred Securities or (y)
substitutes for the Series A Preferred Securities other
securities having substantially the same terms as the Series A
Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank, with respect to participation in the
profits and Dividends or in the assets of the successor entity,
at least as high as the Series A Preferred Securities rank with
respect to participation in the profits and Dividends or in the
assets of the Partnership, (ii) GTE expressly acknowledges such
successor entity as the Holder of the Series A Junior
Subordinated Debentures, (iii) the Series A Preferred Securities
or the Successor Securities are listed, or will be listed on
notification of issuance, on any national securities exchange or
other organization on which the Series A Preferred Securities are
then listed, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Series A Preferred Securities (or
the Successor Securities) to be downgraded by any nationally
recognized statistical rating organization, as that term is
defined by the Securities and Exchange Commission for purposes of
Rule 436(g)(2) under the Securities Act, (v) such merger,
consolidation, amalgamation or replacement does not adversely
affect the powers, preferences and special rights of Holders of
Series A Preferred Securities (including
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any Successor Securities) in any material respect, (vi) such
successor entity has a purpose substantially identical to that of
the Partnership and (vii) prior to such merger, consolidation,
amalgamation or replacement, GTE has received an opinion of
nationally recognized independent counsel to the Partnership
experienced in such matters to the effect that (x) such successor
entity will be treated as a partnership for Federal income tax
purposes, (y) following such merger, consolidation, amalgamation
or replacement, GTE and such successor entity will be in
compliance with the 1940 Act without registering thereunder as an
investment company, and (z) such merger, consolidation,
amalgamation or replacement will not adversely affect the limited
liability of Holders of Series A Preferred Securities.
IN WITNESS WHEREOF, the General Partner has executed this Action
as of October 6, 1994.
GTE CORPORATION
By:
Name: William D. Wilson
Title: Vice President &
Controller
MIPS:8-A:25
