<PAGE>
FILED PURSUANT TO RULE 424(B)(2)
ON REGISTRATION NOS. 33-40247 AND
33-63145
PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 21, 1997)
$500,000,000
GTE CORPORATION [LOGO]
7.51% DEBENTURES DUE 2009
The 7.51% Debentures Due 2009 (the "New Debentures") will mature on April 1,
2009. Interest on the New Debentures is payable on April 1 and October 1 of each
year, commencing October 1, 1997. The New Debentures will not be redeemable
prior to maturity. See "Description of New Debentures."
The New Debentures will be represented by global securities registered in the
name of the nominee of The Depository Trust Company, as Depository ("DTC").
Beneficial interests in such global securities will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except as described herein, New Debentures in definitive form will
not be issued. Settlement for the New Debentures will be made in immediately
available funds. The New Debentures will trade in DTC's Same-Day Funds
Settlement System, and secondary market trading activity in the New Debentures
will therefore settle in immediately available funds. See "The
Securities--Book-Entry, Delivery and Form" in the accompanying Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT GTE(1)(2)
<S> <C> <C> <C>
Per New Debenture............................ 99.966% .650% 99.316%
Total........................................ $499,830,000 $3,250,000 $496,580,000
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest from April 1, 1997 to date of delivery.
(2) Before deduction of expenses payable by GTE, estimated at $297,000.
The New Debentures are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the New Debentures will be made in book-entry
form only through the facilities of DTC, on or about April 8, 1997, against
payment therefor in immediately available funds.
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
The date of this Prospectus Supplement is April 3, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NEW DEBENTURES,
INCLUDING PURCHASES OF THE NEW DEBENTURES TO STABILIZE THEIR MARKET PRICE AND
PURCHASES OF THE NEW DEBENTURES TO COVER ANY SHORT POSITION IN THE NEW
DEBENTURES MAINTAINED BY THE UNDERWRITERS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING".
------------------------
DESCRIPTION OF NEW DEBENTURES
The following description of specific terms of the New Debentures offered
hereby supplements and should be read in conjunction with the description of the
general terms and provisions of the New Debentures set forth in the accompanying
Prospectus under the caption "The Securities." The following description does
not purport to be complete and is qualified in its entirety by reference to the
description in the accompanying Prospectus and the Indenture, dated as of
December 1, 1996, between GTE Corporation ("GTE") and The Bank of New York, as
trustee, as supplemented, including by the Second Supplemental Indenture, dated
as of April 1, 1997 (as so supplemented, the "Indenture").
FORM
The New Debentures will be issued in the form of registered global
securities. See "The Securities-- Book-Entry, Delivery and Form" in the
accompanying Prospectus.
PRINCIPAL AMOUNT, MATURITY AND INTEREST
The New Debentures will be limited to $500,000,000 aggregate principal
amount and will mature on April 1, 2009. Interest on the New Debentures will be
payable on April 1 and October 1 of each year, commencing October 1, 1997, to
the person or persons in whose name or names the New Debentures are registered
at the close of business on the March 15 or September 15, as the case may be,
next preceding such interest payment date, subject to certain exceptions
provided for in the Indenture.
REDEMPTION
The New Debentures will not be redeemable prior to maturity.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The consolidated ratio of earnings to fixed charges of GTE for the year
ended December 31, 1996 was 4.27.
S-2
<PAGE>
UNDERWRITING
The several Underwriters named below (the "Underwriters") have entered into
a Purchase Agreement with GTE (the "Purchase Agreement") whereby they have
severally agreed to purchase the respective principal amounts of the New
Debentures indicated below from GTE, subject to the terms and conditions of the
Purchase Agreement, the form of which is filed as an exhibit to GTE's Current
Report on Form 8-K dated January 28, 1997 updating Exhibit 1.1 to the
Registration Statement.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NEW DEBENTURES
- --------------------------------------------------------------------------------------------- -------------------
<S> <C>
Salomon Brothers Inc ........................................................................ $ 125,000,000
Bear, Stearns & Co. Inc. .................................................................... 125,000,000
Goldman, Sachs & Co.......................................................................... 125,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................................................... 125,000,000
-------------------
Total.................................................................................... $ 500,000,000
-------------------
-------------------
</TABLE>
GTE has been advised by the several Underwriters that they propose to make a
public offering of the New Debentures to the public at the public offering price
set forth on the cover page of this Prospectus Supplement; that the Underwriters
may allow to certain dealers a concession from the public offering price of not
in excess of .400 of 1% of the principal amount of the New Debentures; that the
Underwriters may allow and such dealers may reallow a concession of not in
excess of .250 of 1% to certain other dealers.
In connection with this offering, certain Underwriters and their respective
affiliates may engage in transactions that stabilize, maintain or otherwise
affect the market price of the New Debentures. Such transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M,
pursuant to which such persons may bid for or purchase New Debentures for the
purpose of stabilizing their market price. The Underwriters also may create a
short position for the account of the Underwriters by selling more New
Debentures in connection with the offering than they are committed to purchase
from GTE, and in such case may purchase New Debentures in the open market
following completion of the offering to cover such short position. Any of the
transactions described in this paragraph may result in the maintenance of the
price of the New Debentures at a level above that which might otherwise prevail
in the open market. The transactions described in this paragraph are not
required, and, if they are undertaken, they may be discontinued at any time.
While GTE's Securities normally trade in the secondary trading market, there
is currently no trading market in the New Debentures. Although they are under no
obligation to do so, the Underwriters intend initially to act as market makers
for the New Debentures in the secondary trading market.
GTE has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
S-3
<PAGE>
GTE CORPORATION [LOGO]
DEBT SECURITIES
----------------
GTE Corporation ("GTE") intends to offer from time to time up to
$1,500,000,000 aggregate principal amount of its debt securities (the
"Securities") in one or more series at prices and on terms to be determined at
the time or times of sale. The aggregate principal amount, authorized
denominations, rate and time of payment of interest, maturity, initial public
offering price, if any, redemption provisions, the currency or composite
currency (if other than United States dollars) in which principal or premium, if
any, and interest on the Securities will be payable and other specific terms, of
each series of Securities will be set forth in an accompanying prospectus
supplement ("Prospectus Supplement").
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
GTE may sell the Securities through underwriters, dealers or agents, or
directly to one or more institutional purchasers. A Prospectus Supplement will
set forth the names of underwriters, if any, any applicable commissions or
discounts, the price of the Securities and the net proceeds to GTE from any such
sale or sales.
------------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 21, 1997.
<PAGE>
STATEMENT OF AVAILABLE INFORMATION
GTE is subject to the informational requirements of the Securities Exchange
Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission ("SEC"). These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the
following Regional Offices: Seven World Trade Center, New York, New York 10048
and 500 West Madison Street, Chicago, Illinois 60661. Copies of such material
can be obtained from the public reference section of the SEC at its prescribed
rates and can also be inspected at the New York, Chicago and Pacific Stock
Exchanges on which securities of GTE are listed. In addition, the SEC maintains
a Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of this site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Annual Report on Form 10-K of GTE for the year ended December 31,
1995;
2. The Quarterly Reports on Form 10-Q of GTE for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996; and
3. The Current Reports on Form 8-K of GTE dated January 26, 1996, February
15, 1996, September 19, 1996, November 15, 1996 and January 21, 1997.
All documents filed by GTE pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the Securities hereunder shall be deemed to be incorporated
by reference in this Prospectus and to be part hereof from the date of filing of
such documents.
GTE hereby undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person, including any beneficial owner, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information that
the Prospectus incorporates. Requests for such copies should be directed to Mr.
R. J. Tuccillo, Assistant Secretary of GTE, at One Stamford Forum, Stamford, CT
06904. Mr. Tuccillo's telephone number is (203) 965-2942.
Unless otherwise indicated, currency amounts in this Prospectus and the
Prospectus Supplement are stated in United States dollars ("$" or "U.S. $").
GTE CORPORATION
GTE was incorporated under the laws of the State of New York on February 25,
1935 and has its principal executive offices at One Stamford Forum, Stamford,
Connecticut 06904, telephone (203) 965-2000.
GTE is one of the largest publicly-held telecommunications companies in the
world. It is also the largest U.S.-based local telephone company and a leading
cellular-service provider, with wireline and wireless operations in markets
encompassing about a third of the country's population. Outside the United
States, where GTE has operated for more than 40 years, GTE serves over 6 million
wireline and wireless customers. GTE is also a leader in government and defense
communications systems and equipment, aircraft passenger telecommunications,
directories and telecommunication-based information services and systems.
2
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities, exclusive of accrued
interest, will be used toward (1) the repayment of short-term debt, which at
November 30, 1996 was approximately $1,546,000,000 on an unconsolidated basis at
an average annual interest cost of 5.95%, (2) further investment in, or advances
to, subsidiaries in connection with the financing of their operations and (3)
general corporate purposes.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31,
ENDED -------------------------------------
SEPTEMBER 30, 1996 1995 1994 1993(B) 1992 1991
-------------------- ----- ----- ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of Earnings to Fixed
Charges (Unaudited)(a)................ 4.23 4.00 4.18 2.07 2.66 2.22
</TABLE>
- ------------------------
(a) For purposes of computing the consolidated ratios, earnings consist of
income from continuing operations before income taxes and fixed charges.
Fixed charges consist of interest expense, preferred stock dividends of
subsidiaries, the additional income requirement to cover preferred dividends
of subsidiaries, and the portion of rent expense representing interest.
Amounts applicable to entities that are at least 50%-owned have been added
to both earnings and fixed charges, and amounts applicable to minority
interests have been deducted from both earnings and fixed charges.
(b) Excluding from 1993 the effect of a $1.8 billion pre-tax one-time
restructuring charge, the cost of voluntary separation programs and the gain
on the sale of non-strategic telephone properties, the consolidated ratio of
earnings to fixed charges would have been 3.31.
THE SECURITIES
The Securities are to be issued as one or more series under an Indenture
dated as of December 1, 1996 (the "Indenture") between GTE and The Bank of New
York, as trustee (the "Trustee"). The following summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by express reference to, the cited Articles and Sections of the
Indenture, which is filed as an exhibit to the Registration Statement pertaining
to the Securities and the documents incorporated therein by reference.
FORM AND EXCHANGE
The Securities are issuable in one or more series pursuant to an indenture
supplemental to the Indenture or a resolution of GTE's Board of Directors or a
special committee thereof. Securities of each series will be issuable in
registered form, and, except as otherwise provided for in a Prospectus
Supplement, only in denominations of $1,000 and multiples thereof and will be
exchangeable for Securities of the same series of other denominations of a like
aggregate principle amount, without service charge except for reimbursement of
taxes, if any. (ARTICLE TWO)
MATURITY, INTEREST AND PAYMENT
Information concerning the maturity, interest rate and payment dates of each
series of the Securities will be contained in a Prospectus Supplement relating
to that series of Securities.
3
<PAGE>
REDEMPTION PROVISIONS, SINKING FUND AND DEFEASANCE
Each series of the Securities will be redeemable upon not less than 30 days
notice at the redemption prices and subject to the conditions that will be set
forth in a supplemental indenture or board resolution and in a Prospectus
Supplement relating to that series of Securities. (ARTICLE THREE) If a sinking
fund is established with respect to any series of the Securities, a description
of the terms of such sinking fund will be set forth in the supplemental
indenture or board resolution and in a Prospectus Supplement relating to that
series of Securities. The Indenture provides that each series of the Securities
is subject to defeasance. (ARTICLE ELEVEN)
RESTRICTIONS
The Securities will not be secured. The Indenture provides, however, that if
GTE shall at any time mortgage or pledge any of its property, GTE will secure
the Securities, equally and ratably with the other indebtedness or obligations
secured by each mortgage or pledge, so long as such other indebtedness or
obligations shall be so secured. There are certain exceptions to the foregoing,
among them that the Securities need not be secured in the case of purchase money
mortgages or conditional sales agreements, or mortgages existing at time of
purchase, on property acquired after the date of the Indenture, certain deposits
or pledges to secure the performance of bids, tenders, contracts or leases or in
connection with worker's compensation and similar matters, mechanics' and
similar liens in the ordinary course of business, and subordination of GTE's
rights with respect to indebtedness owed to GTE by a subsidiary. (SECTION 4.05)
The Indenture does not limit the amount of debt securities which may be
issued or the amount of debt which may be incurred by GTE. (SECTION 2.01)
Unless otherwise indicated in a Prospectus Supplement, the covenants
described above would not necessarily afford the holders of Securities
protection in the event of a highly leveraged transaction involving GTE.
BOOK-ENTRY, DELIVERY AND FORM
If a Prospectus Supplement specifies that the Securities of a series are to
be issued in the form of one or more registered global certificates (for each
series, collectively, a "Global Security"), unless otherwise specified in such
Prospectus Supplement, the Global Security will be deposited with, or on behalf
of, The Depository Trust Company (the "Depository") and registered in the name
of the Depository's nominee. Except as set forth below, the Global Security may
be transferred, in whole and not in part, only to another nominee of the
Depository or to a successor of the Depository or its nominee.
The Depository has advised as follows: It is a limited-purpose trust company
which was created to hold securities for its participants and to facilitate the
clearance and settlement of securities transactions between participants in such
securities through electronic book-entry changes in accounts of its
participants. Participants include securities brokers and dealers (including the
underwriters or dealers named in the Prospectus Supplement relating to the
Securities), banks and trust companies, clearing corporations and certain other
organizations. Access to the Depository's system is also available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly ("indirect participants"). Persons who are not participants may
beneficially own securities held by the Depository only through participants or
indirect participants.
The Depository has advised that pursuant to procedures established by it (i)
upon issuance of the Securities by GTE, the Depository will credit the accounts
of the participants designated by the underwriters or dealers with the principal
amounts of the Securities purchased by the underwriters or dealers, and (ii)
ownership of beneficial interests in the Global Security will be shown on, and
the transfer of that
4
<PAGE>
ownership will be effected only through, records maintained by the Depository
(with respect to participants' interests), the participants and indirect
participants (with respect to the owners of beneficial interests in the Global
Security). The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to transfer beneficial interests in the Global Security is limited to
such extent.
So long as the Depository's nominee is the registered owner of the Global
Security, such nominee for all purposes will be considered the sole owner or
holder of the Securities. Except as provided below, owners of beneficial
interests in the Global Security will not be entitled to have any of the
Securities registered in their names and will not receive or be entitled to
receive physical delivery of the Securities in definitive form.
Neither GTE, the Trustee, any paying agent of GTE nor the Depository will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the Securities registered in the name of
the Depository's nominee will be made to the Depository's nominee as the
registered owner of the Global Security. GTE and the Trustee will treat the
persons in whose names the Securities are registered as the owners of such
Securities for the purpose of receiving payment of principal and interest on the
Securities and for all other purposes whatsoever. Therefore, neither GTE, the
Trustee nor any paying agent of GTE will have any direct responsibility or
liability for the payment of principal and interest on the Securities to owners
of beneficial interests in the Global Security. The Depository has advised GTE
and the Trustee that its present practice is, upon receipt of any payment of
principal or interest, to immediately credit the accounts of the participants
with such payment in amounts proportionate to their respective holdings in
principal amount of beneficial interests in the Global Security as shown in the
records of the Depository. Payments by participants and indirect participants to
owners of beneficial interests in the Global Security will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the participants or indirect
participants.
If the Depository is at any time unwilling or unable to continue as
depository with respect to an outstanding series of Securities or if at any time
the Depository shall no longer be registered or in good standing under the
Exchange Act or other applicable statute and a successor depository is not
appointed by GTE within 90 days, GTE will issue Securities in definitive form in
exchange for the Global Security. In addition, GTE may at any time determine not
to have an outstanding series of Securities represented by a Global Security. In
either instance, an owner of a beneficial interest in the Global Security will
be entitled to have Securities equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Securities in definitive form. Securities so issued in definitive form will
be issued in denominations of U.S. $1,000 and integral multiples thereof and
will be issued in registered form only, without coupons.
MODIFICATION OF INDENTURE
The Indenture contains provisions permitting GTE and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Securities of any series at the time outstanding and affected by such
modification, to modify the Indenture or any supplemental indenture affecting
that series of Securities or the rights of the holders of that series of
Securities; provided that no such modification shall (i) extend the fixed
maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the holder of each
Security so affected, or (ii) reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any
5
<PAGE>
such supplemental indenture, without the consent of each holder of Securities
then outstanding and affected thereby. (SECTION 9.02)
In addition, GTE and the Trustee may execute, without the consent of any
holder of Securities, any supplemental indenture for certain other usual
purposes including the creation of any new series of the Securities. (SECTIONS
2.01, 9.01 and 10.01)
EVENTS OF DEFAULT AND NOTICE THEREOF
The Indenture provides that the following described events constitute
"Events of Default" with respect to each series of the Securities issued
thereunder: (a) failure for 30 business days to pay interest on the Securities
of that series when due; (b) failure to pay principal or premium, if any, on the
Securities of that series when due, whether at maturity, upon redemption, by
declaration or otherwise, or to make any sinking fund payment with respect to
that series; (c) failure to observe or perform any other covenant (other than
those specifically relating to another series) in the Indenture for 90 days
after notice with respect thereto; or (d) certain events in bankruptcy,
insolvency or reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee for that
series. (SECTION 6.06) The Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of any particular series of Securities
may declare the principal due and payable immediately upon an Event of Default
with respect to such series, but the holders of a majority in aggregate
outstanding principal amount of such series may annul such declaration and waive
the default if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Securities may, on behalf of the holders of all the Securities of
such series, waive any past default except a default in the payment of
principal, premium, if any, or interest. (SECTION 6.06) GTE is required to file
annually with the Trustee a certificate as to whether or not GTE is in
compliance with all the conditions and covenants under the Indenture. (SECTION
5.03(d))
CONCERNING THE TRUSTEE
The Trustee, prior to an Event of Default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after the occurrence
of an Event of Default, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. (SECTION
7.01) Subject to such provisions, the Trustee is under no obligation to exercise
any of the powers vested in it by the Indenture at the request of any holder of
Securities, unless offered reasonable indemnity by such security holder against
the costs, expenses and liabilities which might be incurred thereby. (SECTION
7.02) The Trustee is not required to expend or risk its own funds or incur
personal financial liability in the performance of its duties if the Trustee
reasonably believes that repayment or adequate indemnity is not reasonably
assured to it. (SECTION 7.01)
GTE maintains a deposit account and banking relationship with the Trustee.
The Trustee serves as trustee under other indentures pursuant to which unsecured
debt securities of GTE are outstanding.
EXPERTS
The consolidated financial statements included in GTE's Annual Report on
Form 10-K for the year ended December 31, 1995, which is incorporated by
reference in this Prospectus, 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 on financial
statements of GTE, which includes an explanatory
6
<PAGE>
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.
CERTAIN LEGAL MATTERS
The validity of the Securities will be passed upon for GTE by William P.
Barr, Esq., its Senior Vice President and General Counsel. Certain legal matters
in connection with the Securities will be passed upon for the purchasers or
underwriters by Milbank, Tweed, Hadley & McCloy, New York, New York. As of
January 15, 1997, Mr. Barr was the beneficial owner of approximately 2,883
shares of GTE Common Stock and had options to purchase an aggregate of 45,866
shares of GTE Common Stock.
PLAN OF DISTRIBUTION
GTE may sell any series of Securities in one or more of the following ways:
(i) to underwriters for resale to the public or to institutional investors; (ii)
directly to institutional investors; or (iii) through GTE agents to the public
or to institutional investors. The Prospectus Supplement with respect to each
series of Securities will set forth the terms of the offering of such
Securities, including the name or names of any underwriters or agents, the
purchase price of such Securities and the proceeds to GTE from such sale, any
underwriting discounts or agency fees and other items constituting underwriters'
or agents' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which such Securities may be listed.
If underwriters are used in the sale, such Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
such series of Securities if any are purchased. In the event of a default of one
or more of the underwriters involving not more than 10% of the aggregate
principal amount of the Securities offered for sale, the non-defaulting
underwriters would be required to purchase the Securities agreed to be purchased
by such defaulting underwriter or underwriters. In the event of a default in
excess of 10% of the aggregate principal amount of the Securities, GTE may, at
its option, sell less than all the Securities offered.
Underwriters and agents may be entitled under agreements entered into with
GTE to indemnification by GTE against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof. Underwriters and agents may be customers of, engage in transactions
with, or perform services for GTE in the ordinary course of business.
7
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
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<S> <C>
PROSPECTUS SUPPLEMENT
Description of New Debentures................... S-2
Consolidated Ratio of Earnings to Fixed
Charges....................................... S-2
Underwriting.................................... S-3
PROSPECTUS
Statement of Available Information.............. 2
Incorporation of Certain Documents by
Reference..................................... 2
GTE Corporation................................. 2
Use of Proceeds................................. 3
Consolidated Ratios of Earnings to Fixed
Charges....................................... 3
The Securities.................................. 3
Experts......................................... 6
Certain Legal Matters........................... 7
Plan of Distribution............................ 7
</TABLE>
$500,000,000
GTE CORPORATION [LOGO]
7.51% DEBENTURES DUE 2009
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
PROSPECTUS SUPPLEMENT
DATED APRIL 3, 1997
