Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
GTE CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1678633
(State of Incorporation) (I.R.S. Employer
Identification No.)
ONE STAMFORD FORUM, STAMFORD, CONNECTICUT 06904
(Address of principal executive offices)
GTE HOURLY SAVINGS PLAN
(Full title of the plan)
J. MICHAEL KELLY
One Stamford Forum
Stamford, Connecticut 06904
(203 965-2000)
(Name, address and telephone number of agent for service)
____________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
_____________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate
Amount of
Securities Being to be Price Per Offering
Registration
Registered Registered Share Price
Fee
_________________________________________________________________
_____________
Common Stock, par
value $.05 per
share*............ 2,000,000 shs. $42.57** $85,140,000**
$29,358.63**
_________________________________________________________________
_____________
* In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered and sold pursuant to the
employee benefit plan described herein.
** The shares are to be offered at prices not presently
determinable. The fee is calculated upon the average of the high
and low prices of the Common Stock on the composite tape of New
York Stock Exchange issues on December 11, 1995. As permitted by
Rule 429 under the Securities Act of 1933, the prospectus
incorporated by reference in this Registration Statement also
covers 505,162 shares of common stock previously registered and
unissued (Registration Statement No. 33-46612). The Registrant
previously paid a filing fee of $38,050 with such registration
statement ($4,805 of which is associated with the 505,162 shares
of common stock covered by the prospectus incorporated by
reference in this Registration Statement).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Annual Report on Form 10-K for the year ended December
31, 1994, of GTE Corporation ("GTE"), GTE's Notice of 1995 Annual
Meeting and Proxy Statement dated March 3, 1995 issued in
connection with the Annual Meeting of Shareholders held on April
19, 1995, the 1994 Annual Report on Form 11-K of GTE Hourly
Savings Plan and the description of Common Stock of GTE contained
in GTE's Form S-3 Registration Statement (File No. 33-61661), the
Quarterly Reports on Form 10-Q of GTE for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995, and the
Current Reports on Form 8-K of GTE dated February 17, 1995,
September 28, 1995, November 9, 1995 and November 17, 1995 all as
filed with the Securities and Exchange Commission (the "SEC"),
are incorporated herein by reference. All documents filed by GTE
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") after the
date of this Registration Statement and prior to the termination
of the offering of the securities hereunder shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
GTE is a New York corporation. As permitted by New York
law, and as set forth in GTE's By-Laws, a director or officer of
GTE is entitled to indemnification by GTE against reasonable
expenses, including attorneys' fees, incurred in connection with
a civil or criminal proceeding in which such director or officer
has been involved, or to which he has been or is threatened to
be, made a party, by reason of being a director or officer. In
addition, indemnification may be provided against judgments,
fines and amounts paid in settlement in such proceedings. In
general, however, indemnification is not available where the
director or officer acted in bad faith or personally gained a
financial profit or other advantage to which he was not legally
entitled. The directors and officers of GTE also are covered by
insurance policies against certain liabilities which might be
incurred by them in such capacities.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to officers,
directors and controlling persons of GTE pursuant to any charter
provision, by-law, contract, arrangement, statute or otherwise,
GTE has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by
GTE of expenses incurred or paid by an officer, director or
controlling person of GTE in the successful defense of any
action, suit or proceeding) is asserted by such officer, director
or controlling person in connection with the securities being
registered, GTE will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to the
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(1) See Exhibit Index on Page E-1.
(2) GTE has submitted the employee benefit plan described
herein and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and GTE hereby undertakes that it will
make all changes required by the IRS in order to qualify such
plan.
Item 9. Undertakings
(1) GTE hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment
to this registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in this registration statement or any
material change to such information in this registration
statement, and that for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bone fide offering thereof.
GTE also hereby undertakes to remove from registration by means
of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(2) GTE hereby undertakes that, for the purpose of
determining any liability under the Act, each filing of GTE's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) With respect to indemnification for liabilities arising
under the Securities Act, see Item 6.
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Stamford, and State of Connecticut, on the 15th day
of December, 1995.
GTE CORPORATION
(Registrant)
J. MICHAEL KELLY
(J. Michael Kelly)
Senior Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
(1) Principal executive officer:
)
CHARLES R. LEE )
(Charles R. Lee) Chairman of the Board )
and Chief Executive )
Officer )
)
(2) Principal financial officer: )
)
)
)
J. MICHAEL KELLY )
(J. Michael Kelly) Senior Vice President )
-Finance )
)
(3) Principal accounting officer: ) December 15,
1995
)
)
)
LAWRENCE R. WHITMAN )
(Lawrence R. Whitman) Vice President and )
Controller )
)
(4) Directors: )
)
)
)
EDWIN L. ARTZT )
(Edwin L. Artzt) Director )
)
)
)
JAMES R. BARKER )
(James R. Barker) Director )
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(4) Directors (cont'd.):
EDWARD H. BUDD )
(Edward H. Budd) Director )
)
)
)
KENT B. FOSTER )
(Kent B. Foster) Director )
)
)
)
JAMES L. JOHNSON )
(James L. Johnson) Director )
)
)
)
RICHARD W. JONES )
(Richard W. Jones) Director )
)
)
)
JAMES L. KETELSEN )
(James L. Ketelsen) Director )
)
)
)
CHARLES R. LEE ) December 15,
1995
(Charles R. Lee) Director )
)
)
)
MICHAEL T. MASIN )
(Michael T. Masin) Director )
)
)
)
SANDRA O. MOOSE )
(Sandra O. Moose) Director )
)
)
)
RUSSELL E. PALMER )
(Russell E. Palmer) Director )
)
)
)
HOWARD SLOAN )
(Howard Sloan) Director )
)
)
)
ROBERT D. STOREY )
(Robert D. Storey) Director )
HrSavPln:6
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SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Act of 1933,
the GTE Service Corporation Employee Benefits Committee/Savings
Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, and State of Connecticut on
the 15th day of December, 1995.
GTE SERVICE CORPORATION EMPLOYEE
BENEFITS
COMMITTEE/SAVINGS PLAN COMMITTEE
J. RANDALL MACDONALD
(J. Randall MacDonald)
Chairman, Employee Benefits Committee/
Savings Plan Committee
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our reports dated January 26, 1995, included in GTE
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 and of our report dated June 9, 1995, included
in the GTE Hourly Savings Plan's Annual Report on Form 11-K for
the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Stamford, Connecticut,
December 15, 1995.
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HRSAVPLN/8
EXHIBIT 5
WILLIAM P. BARR, ESQ.
Senior Vice President-General Counsel
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
(203) 965-2000
December 15, 1995
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Dear Sirs:
I refer to the proposed issuance and sale by GTE Corporation (the
"Corporation") of up to an additional 2,000,000 shares of Common
Stock, par value $.05 per share, through the GTE Hourly Savings
Plan (hereinafter called the "Stock").
I have examined a copy of the Registration Statement on Form S-8
for the registration of the Stock under the Securities Act of
1933, as amended (the "Registration Statement"). I have also
examined copies of the Corporation's Restated Certificate of
Incorporation, as filed by the Corporation in the office of the
Secretary of State of the State of New York, and such corporate
records and other documents as I have deemed necessary in order
to enable me to express the opinions set forth below.
In my opinion, when:
1. the Registration Statement shall have become effective, as
the same may have been amended;
2. the Stock shall have been duly issued and sold as heretofore
authorized by the Corporation's Board of Directors and as
contemplated in the Prospectus forming a part of the Registration
Statement (the "Prospectus"); and
3. the Corporation shall have received consideration of not
less than $.05 for each share of the Stock so issued and sold;
the Stock issued and sold pursuant to the Registration Statement
will be, upon the execution and delivery of proper certificates
therefor, legally issued and outstanding, fully paid and
nonassessable shares of Common Stock of the Corporation, and no
personal liability will attach to the holders, as such, of the
Stock.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
William P. Barr
HrSavPl:11
