<PAGE>
Registration No. 333-
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
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.05 per
share(1)(2).......4,000,000 shares $49.46875(3) $197,875,000(3) $58,373.13(3)
______________________________________________________________________________
</TABLE>
(1) Includes associated preferred stock purchase rights under the GTE
Corporation Rights Agreement.
(2) 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.
(3) 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 19, 1997.
<PAGE>
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, 1996 of
GTE Corporation ("GTE"), GTE's Notice of 1997 Annual Meeting and Proxy Statement
dated March 3, 1997 issued in connection with the Annual Meeting of Shareholders
held on April 16, 1997, the description of GTE Common Stock and associated
preferred stock purchase rights 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, 1997, June 30, 1997 and September 30, 1997, the Current
Reports on Form 8-K of GTE dated May 6, 1997, June 10, 1997, August 19, 1997 and
October 16, 1997, and the Annual Report on Form 11-K for the year ended December
31, 1996 of the GTE Hourly Savings Plan (the "Plan"), all as filed with the
Securities and Exchange Commission (the "SEC"), are incorporated herein by
reference. All documents filed by GTE or the Plan pursuant to Section 13(a),
13(c), 14 and 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
The consolidated financial statements included in GTE's Annual Report
on Form 10-K for the year ended December 31, 1996, which is incorporated by
reference in this Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said report. Reference is made to said report, which
includes an explanatory paragraph with respect to the discontinuance of the
application of the provisions of Statement of Financial Accounting Standards No.
71 "Accounting for the Effects of Certain Types of Regulation" in 1995, as
discussed in Note 2 to the consolidated financial statements.
The financial statements included in the Plan's Annual Report on Form
11-K for the year ended December 31, 1996, which is incorporated by reference in
this Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said report.
The validity of the securities offered hereby will be passed upon for
GTE by William P. Barr, Esq., its Executive Vice President - Government and
Regulatory Advocacy, General Counsel. As of December 23, 1997, Mr. Barr was the
beneficial owner of approximately 3,042 shares of GTE Common Stock and had
options to purchase an aggregate of 108,399 shares of GTE Common Stock.
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
II-1
<PAGE>
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. In addition, GTE's Certificate of Incorporation provides that a
director of GTE shall not be liable to GTE or its shareholders for damages,
except to the extent such exemption from liability is not permitted under the
New York Business Corporation Law as the same exists or may hereafter be
amended. The directors and officers of GTE also are covered by insurance
policies against certain liabilities which might be incurred by them in such
capacities.
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
See Exhibit Index on Page E-1.
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 bona 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 and each filing of the Plan's annual
report pursuant to 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
Act, see Item 6.
II-2
<PAGE>
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 23rd day
of December, 1997.
GTE CORPORATION
(Registrant)
J. MICHAEL KELLY
---------------------------------
(J. Michael Kelly)
Executive Vice President -
Finance and Planning
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.
<TABLE>
<S> <C> <C>
(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) Executive Vice President - )
Finance and Planning )
)
(3) Principal accounting officer: )
)
)
WILLIAM M. EDWARDS III ) December 23, 1997
- ----------------------------------- )
(William M. Edwards III) Vice President and )
Controller )
)
)
)
(4) Directors: )
)
)
)
EDWIN L. ARTZT )
- ----------------------------------- )
(Edwin L. Artzt) Director )
)
)
)
JAMES R. BARKER )
- ----------------------------------- )
(James R. Barker) Director )
</TABLE>
II-3
<PAGE>
(4) Directors (cont'd.):
<TABLE>
<S> <C> <C>
EDWARD H. BUDD )
- ----------------------------------- )
(Edward H. Budd) Director )
)
)
)
ROBERT F. DANIELL )
- ----------------------------------- )
(Robert F. Daniell) 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 ) December 23, 1997
- ----------------------------------- )
(James L. Ketelsen) Director )
)
)
)
CHARLES R. LEE )
- ----------------------------------- )
(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 )
)
)
)
ROBERT D. STOREY )
- ----------------------------------- )
(Robert D. Storey) Director )
</TABLE>
II-4
<PAGE>
SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the GTE Service
Corporation Employee Benefits 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 23rd day of
December, 1997.
GTE SERVICE CORPORATION EMPLOYEE
BENEFITS COMMITTEE
J. RANDALL MACDONALD
--------------------------------
(J. Randall MacDonald)
Chairman, Employee Benefits Committee
II-5
<PAGE>
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 report dated
January 28, 1997 included in GTE Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996, our report dated June 23, 1997 included in the
GTE Hourly Savings Plan's Annual Report on Form 11-K for the year ended
December 31, 1996, and to the reference to our firm under the heading "Interests
of Named Experts and Counsel" in this Registration Statement.
ARTHUR ANDERSEN LLP
________________________
ARTHUR ANDERSEN LLP
Stamford, Connecticut
December 19, 1997
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number
_______
5.1 - Opinion of William P. Barr, Esq.
5.2 - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue Code.
23.1 - The consent of Arthur Andersen LLP is included on page II-6 of
this Registration Statement.
23.2 - The consent of William P. Barr, Esq. (contained in opinion filed
as Exhibit 5).
E-1
<PAGE>
EXHIBIT 5.1
WILLIAM P. BARR, ESQ.
Executive Vice President - Government and Regulatory Advocacy, General Counsel
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
(203) 965-2000
December 23, 1997
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 4,000,000 shares of Common Stock, par value $.05 per
share, and associated preferred stock purchase rights, through the GTE Hourly
Savings Plan (hereinafter called the "Stock").
I, or attorneys under my direction, 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, or attorneys under my
direction, 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 reference made to me under the heading "Interests of
Named Experts and Counsel" in the Registration Statement and to the filing of
this consent as an exhibit to the Registration Statement.
Very truly yours,
WILLIAM P. BARR
____________________
William P. Barr
<PAGE>
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: MARCH 12, 1997 13-1678633
File Folder Number:
GTE CORPORATION 063002523
C/O KATHERINE WALLACE ESQ Person to Contact:
C/O GTE CORPORATION WILLAIM DOLCE
ONE STAMFORD FORUM Contact Telephone Number:
STAMFORD, CT 06940 (860) 258-2022
Plan Name:
GTE HOURLY SAVINGS PLAN
Plan Number: 105
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) dated
September 8, 1994.
This determination letter is also applicable for the amendment(s)
dated June 6, 1996.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
<PAGE>
-2-
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or features
for which you have provided information.
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as amended
by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements
of Code section 401(a)(26).
The information on the enclosed Publication 794 is an integral part of
this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
HERBERT J. HUFF
__________________
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE>
-3-
GTE CORPORATION
This determination letter is applicable for the plan adopted on
June 3, 1993.
This determination is subject to your adoption of the proposed
amendments submitted in your letters dated July 24, 1996, November 4, 1996 and
March 10, 1997.
This determination letter does not apply to the merger, consolidation,
or transfer of assets or liabilities of a plan described in the Code section
6058(a) to, or with, another plan, or to whether requirements of the Income Tax
Regulations under Code section 414(l) have been met. This is only a
determination as to the qualification of the plan.
