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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
_________________________ ______________________________
8 3/4% Cumulative Monthly Income New York Stock Exchange
Preferred Securities, Series B
(liquidation preference $25 per
Preferred Security)
Guarantee for the benefit of New York Stock Exchange
holders of 8 3/4% Cumulative
Monthly Income Preferred
Securities, Series B
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrants' Securities to be Registered.
For a full description of the 8 3/4% Cumulative Monthly Income Preferred
Securities, Series B (the "Series B 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 B Preferred Securities"
and "Effect of Obligations under the Series B Junior Subordinated Debentures and
the Guarantee" in the Prospectus Supplement dated February 24, 1995 to the
Prospectus covering the Series B 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 B
Preferred Securities.
2.4 Form of specimen Series B 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 Second Supplemental Indenture to Indenture, incorporated herein by
reference to Exhibit 4.2 to the Registration Statement.
2.8 Form of Series B Junior Subordinated Deferrable Interest Debenture, Series
B, Due 2025, 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: RONALD J. TUCCILLO
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Name: Ronald J. Tuccillo
Title: Assistant Secretary
GTE CORPORATION
By: RONALD J. TUCCILLO
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Name: Ronald J. Tuccillo
Title: Assistant Secretary
Dated: March 2, 1995
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EXHIBIT 2.3
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Action by the General Partner of GTE Delaware, L.P.
Creating the 8 3/4% Cumulative Monthly Income
Preferred Securities, Series B
Pursuant to Section 6.1 of the Amended and Restated Agreement of
Limited Partnership 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
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not otherwise defined herein shall for the purposes hereof have the meanings set
forth therein. The following terms have the respective meanings specified below
with respect to this Action:
"Investment Company Event" means the occurrence of a change in law or
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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
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or after March 6, 1995; provided, however, that no Investment Company Event
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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 B Preferred Securities and (ii) of the full amount of the
Liquidation Distribution on the Series B 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)
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hereof.
"Series B Junior Subordinated Debentures" means the 8 3/4% Junior
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Subordinated Deferrable Interest Debentures, Series B, Due 2025 issued by
GTE.
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"Special Event" means a Tax Event or an Investment Company Event.
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"Successor Securities" has the meaning specified in paragraph (h)
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hereof.
"Tax Event" means that the General Partner shall have obtained an
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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 March 6, 1995, which amendment or change is effective
or such interpretation or pronouncement is announced on or after March 6,
1995, 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 B Junior Subordinated Debentures, (ii) interest payable to the
Partnership on the Series B 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 Twenty
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Million Four Hundred Fifty Thousand (20,450,000) of Preferred Securities,
liquidation preference $25 per Preferred Security, is hereby designated as
"8 3/4% Cumulative Monthly Income Preferred Securities, Series B" (hereinafter
called the "Series B Preferred Securities").
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(c) Dividends. (i) The Limited Partners who hold the Series B
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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 8 3/4% of the stated liquidation preference of $25 per Series
B 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 March 31, 1995. 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 B Preferred Securities shall
be cumulative from the date of original issue, and the cumulative portion from
such date to March 31, 1995 shall be payable on March 31, 1995. In the event
that any date on which Dividends are payable on the Series B 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
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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 8 3/4% thereof.
(ii) Dividends on the Series B 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 B Preferred Securities as
they appear on the books and records of the Partnership on the relevant record
dates, which, as long as the Series B Preferred Securities remain in book-entry-
only form, will be one Business Day prior to the relevant payment dates. In the
event the Series B 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 B 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 B
Preferred Securities bears to the aggregate amount of Dividends
paid on such other Preferred Securities the same ratio as
(y) the aggregate of all accrued and unpaid Dividends in
respect of the Series B 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
B 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 B Preferred Securities are
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redeemable, at the option of the Partnership, in whole or in part from time to
time, on or after March 6, 2000, upon not less than 30 nor more than 60 days'
notice, at the Redemption Price. If a partial redemption would result in a
delisting of the Series B Preferred Securities, the Partnership may only redeem
the Series B Preferred Securities in whole.
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(ii) Upon repayment of the Series B Junior Subordinated Debentures at
maturity or earlier, the proceeds from such repayment shall be applied to redeem
the Series B 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
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less than 30 nor more than 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 B 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 B Preferred
Securities in liquidation of the Partnership, within 90 days following the
occurrence of such Special Event, Series B Junior Subordinated Debentures having
a principal amount equal to the aggregate liquidation preference of the
outstanding Series B Preferred Securities and with accrued interest in an amount
equal to any unpaid Dividends on the Series B Preferred Securities. In the case
of a Tax Event, the General Partner may also elect to cause the Series B
Preferred Securities to remain outstanding.
After the date fixed for any distribution of Series B Junior
Subordinated Debentures upon dissolution of the Partnership, (i) the Series B
Preferred Securities will no longer be deemed to be outstanding, (ii) DTC or its
nominee, as the record Holder of the Series B Preferred Securities, will receive
a registered global certificate or certificates representing the Series B Junior
Subordinated Debentures to be delivered upon such distribution and (iii) any
certificates representing Series B Preferred Securities not held by DTC or its
nominee will be deemed to represent Series B 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 B Preferred
Securities until such certificates are presented to the General Partner or its
agent for transfer or reissuance.
(e) Redemption Procedures. (i) Notice of any redemption (a
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"Notice of Redemption") of the Series B Preferred Securities will be given by
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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 B Preferred Securities. Each
Notice of Redemption shall be addressed to the Holders of Series B Preferred
Securities at the address of the Holder appearing in the books and
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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 B
Preferred Securities are to be redeemed, the Series B 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 B Preferred Securities unless all
accrued and unpaid Dividends have been paid on all Series B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 B Preferred Securities
are being redeemed, interests to be redeemed shall be determined as follows: (x)
in accordance with DTC's
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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
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involuntary dissolution, winding up or termination of the Partnership, Preferred
Security Holders who hold the Series B 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 of 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 B 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 B 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 B Preferred
Securities then outstanding have been distributed on a pro rata basis to the
Holders of the Series B 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 B 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
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full on the Series B Preferred Securities for 18 consecutive monthly Dividend
periods, (ii) an event of default occurs and is continuing on the Series B
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 B
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 B Preferred Securities under
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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 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 B Preferred Securities, whether by
way of amendment of this Action or the
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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 B 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 B
Junior Subordinated Debentures to the Holders of Series B Preferred Securities
upon the occurrence of a Special Event or (B) as described in paragraph (h) of
this Action, then the Holders of Series B 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
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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 proceedings have been initiated, for the
dissolution, winding up or termination of GTE.
The rights attached to the Series B 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 B 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 B 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 B
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 B 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 B
Preferred Securities will be required for the Partnership to redeem and cancel
Series B Preferred Securities in accordance with the Partnership Agreement.
Notwithstanding that Holders of Series B Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Series B Preferred Securities and any other series of Preferred
Securities that are entitled to vote or consent with such Series B 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.
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(h) Mergers.
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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 B 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 B Preferred Securities or (y) substitutes for the Series B
Preferred Securities other securities having substantially the same terms as the
Series B 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 B 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 B Junior
Subordinated Debentures, (iii) the Series B 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 B
Preferred Securities are then listed, (iv) such merger, consolidation,
amalgamation or replacement does not cause the Series B 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 B
Preferred Securities (including 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 not be treated as a corporation
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 B Preferred Securities.
<PAGE>
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IN WITNESS WHEREOF, the General Partner has executed this Action as of
February 24, 1995.
GTE CORPORATION
By: JAMES MURPHY
------------------------------
James Murphy
Vice President and Treasurer
