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 CORPORATION 1997 LONG TERM INCENTIVE 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 to be to be Price Per Offering
Registration
Registered Registered Share Price
Fee
_________________________________________________________________
_____________
Common Stock, par
value $.05 per
share(1)..............43,000,000 shares $46.10(2)
$1,982,300,000(2) $600,696.97(2)
_________________________________________________________________
_____________
(1) Includes associated preferred stock purchase rights under
the GTE Corporation Rights Agreement.
(2) 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 July 15, 1997.
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 Report
on Form 10-Q of GTE for the quarter ended March 31, 1997, and the
Current Reports on Form 8-K of GTE dated May 6, 1997 and June 10,
1997, 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 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 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 May 16, 1997, Mr. Barr was the beneficial owner of
approximately 3,032 shares of GTE Common Stock and had options to
purchase an aggregate of 58,666 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 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.
II-1
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 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
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 17th day
of July, 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.
(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 )
(William M. Edwards III) Vice President and )July 17,
1997
Controller )
)
(4) Directors: )
)
)
)
EDWIN L. ARTZT )
(Edwin L. Artzt) Director )
)
)
)
JAMES R. BARKER )
(James R. Barker) Director )
II-3
(4) Directors (cont'd.):
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 ) July 17, 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 )
97-LTIP-S8:6
II-4
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 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
July 16, 1997
II-5
97-LTIP-S8:8
EXHIBIT INDEX
Exhibit
Number
5 - Opinion of William P. Barr, Esq.
23.1 - The consent of Arthur Andersen LLP
is included on page II-5 of this Registration
Statement.
23.2 - The consent of William P. Barr,
Esq. (contained in opinion filed as Exhibit 5).
E-1
97-LTIP-S8:10
EXHIBIT 5
WILLIAM P. BARR, ESQ.
Executive Vice President - Government & Regulatory Advocacy,
General Counsel
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
(203) 965-2000
July 17, 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 43,000,000 shares of Common
Stock, par value $.05 per share, through the GTE Corporation 1997
Long-Term Incentive 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
97-LTIP-S8:12
