SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 23,
1996
GTE CALIFORNIA INCORPORATED
(Exact name of registrant as specified in its charter)
California 1-6417 95-0510200
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
No.)
incorporation)
600 Hidden Ridge, HQE04B12 - Irving, Texas 75038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-718-
5600
GTE CALIFORNIA INCORPORATED
FORM 8-K
ITEM OF INFORMATION
ITEM 5. Other Events
On April 10, 1996, the California Public Utilities
Commission (the "CPUC") issued a decision which approved
the merger of Contel of California, Inc. into GTE
California Incorporated (the "Company") with the Company
to be the surviving corporation (the "Merger"). As part
of this decision, based on legislation enacted by the
California legislature which became effective January 1,
1996, the CPUC apportioned the estimated savings
resulting from the Merger equally between ratepayers and
shareholders.
It is currently anticipated that the Merger will be
consummated in the second half of 1996.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
1.1 - Revised Form of Purchase Agreement, including
Standard Purchase Agreement Provisions (April 1996
Edition), to Registration Statements on Form S-3 (File
Nos. 333-01001 and 33-51541)(to be first used on or about
April 25, 1996).
4.2 - Revised Form of Board Resolution to
Registration Statements on Form S-3 (File Nos. 333-01001
and 33-51541) under which the Debentures referenced
therein are to be issued.
4.3 - First Supplemental Indenture dated as of April
15, 1996 between GTE California Incorporated and First
Trust of California, National Association, as trustee.
12 - Pro Forma Combined Statement of the
Consolidated Ratios of Earnings to Fixed Charges.
26 - Revised Form of Invitation for Bids pertaining
to Registration Statements on Form S-3 (File Nos. 333-
01001 and 33-51541) (to be first used on or about April
25, 1996).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GTE CALIFORNIA INCORPORATED
(Registrant)
Date: April 23, 1996 BY WILLIAM M. EDWARDS, III
WILLIAM M. EDWARDS, III
Controller
CA:8-K:4
Exhibit
1.1
GTE CALIFORNIA INCORPORATED
PURCHASE AGREEMENT
GTE California Incorporated, a California corporation (the
"Company"), proposes to issue and sell $___________ aggregate
principal amount of its ___% Debentures, Series _, Due ____ (the
"New Debentures"). Subject to the terms and conditions set forth
or incorporated by reference herein, the Company agrees to sell
and the purchaser or purchasers named in Schedule A attached
hereto (the "Purchasers") agree to purchase the New Debentures at
__% of their principal amount, plus accrued interest from
________ to the date of payment for the New Debentures and
delivery thereof. Interest on the New Debentures will be payable
semi-annually on _____ and _____, commencing _____. The New
Debentures will be reoffered to the public at ____% of their
principal amount.
All the provisions contained in the Company's Standard
Purchase Agreement Provisions (April 1996 Edition) (the "Standard
Purchase Agreement Provisions") annexed hereto shall be deemed to
be a part of this Purchase Agreement to the same extent as if
such provisions had been set forth in full herein.
REDEMPTION PROVISIONS:
[The New Debentures will not be redeemable prior to
maturity.]
OR
[The New Debentures will not be redeemable prior to _____.
Thereafter, the New Debentures will be redeemable on not less 30
nor more than 60 days notice given as provided in the Indenture,
as a whole or in part, at the option of the Company at the
redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as
defined below plus the rate of interest on the New Debentures.
The redemption price during the twelve month period beginning
________ and during the twelve month periods beginning on each
____________ thereafter through the twelve month period ended
____________ will be determined by reducing the initial regular
redemption price by an amount determined by multiplying (a) 1/_
of the amount by which such initial regular redemption price
exceeds 100% by (b) the number of such full twelve month periods
which shall have elapsed between ___________ and the date fixed
for redemption; and thereafter the redemption prices during the
twelve month periods beginning ____________ shall be 100%;
provided, however, that all such prices will be specified to the
nearest 0.01% or if there is no nearest 0.01%, then to the next
higher 0.01%.
For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Debentures are to be initially offered for sale to the
public; if there is not a public offering of the New Debentures,
the initial public offering price of the New Debentures shall be
deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest), to be paid to the Company
by the Purchasers.]
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CLOSING:
The Purchasers agree to pay for the New Debentures, at the
option of the Company, by certified or official bank check or
checks or by wire transfer, in each case in same day funds, upon
delivery of such New Debentures at 10:00 A.M. (New York City
time) on _________ (the "Closing Date") or at such other time,
not later than the seventh full business day thereafter, as shall
be agreed upon by the Company and the Purchasers or the firm
designated as the representative of the Purchasers (the
"Representative"). The Company shall advise the Representative
not later than the business day immediately preceding the Closing
Date of its decision whether to accept payment for the New
Debentures by certified bank check or by wire transfer and, if
the Company chooses to accept payment by wire transfer, the
Company shall provide the Representative on such date immediately
preceding the Closing Date with the appropriate wire transfer
instructions.
DENOMINATION OF THE NEW DEBENTURES:
[The New Debentures shall be in the form of temporary or
definitive fully-registered New Debentures in denominations of
One Thousand Dollars ($1,000) or any integral multiple thereof,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. The Company agrees to make the New Debentures available to
the Purchasers or the Representative for inspection at the office
of First Trust of California, National Association, Los Angeles,
California or The Depository Trust Company, New York, New York,
at least twenty-four hours prior to the time fixed for the
delivery of the New Debentures on the Closing Date.]
OR
[The New Debentures shall be in the form of one or more
Global Debentures which shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, the New
Debentures and shall be registered in the name of The Depository
Trust Company or its nominee. The Company agrees to make the New
Debentures available to the Purchasers or the Representative for
inspection at the office of First Trust of California, National
Association, Los Angeles, California or The Depository Trust
Company, New York, New York, at least twenty-four hours prior to
the time fixed for the delivery of the New Debentures on the
Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Debentures, and therefore the provisions applicable to Reselling
Purchasers in the Standard Purchase Agreement Provisions will be
applicable.]
OR
[The Purchasers represent that they do not intend to resell
the New Debentures, and therefore the provisions applicable to
Reselling Purchasers in the Standard Purchase Agreement
Provisions will not be applicable.]
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In witness whereof, the parties have executed this Purchase
Agreement this ____ day of ______, ____.
[Names of Purchasers or
Representative]
By: ___________________________
Title:
GTE CALIFORNIA INCORPORATED
By: ___________________________
Vice President
CA:8-K:8
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SCHEDULE A
The names of the Purchasers and the principal amount of
New Debentures which each respectively offers to purchase are as
follows:
Principal
Amount
of New
Name Debentures
______________
$___,000,000
______________
Total........................ $___,000,000
GTE CALIFORNIA INCORPORATED
STANDARD PURCHASE AGREEMENT PROVISIONS
(April 1996 Edition)
GTE California Incorporated, a California corporation (the
"Company"), may enter into one or more purchase agreements
providing for the sale of debentures to the purchaser or
purchasers named therein (the "Purchasers"). The standard
provisions set forth herein will be incorporated by reference in
any such purchase agreement ("Purchase Agreement"). The Purchase
Agreement, including these Standard Purchase Agreement Provisions
incorporated therein by reference, is hereinafter referred to as
"this Agreement". Unless otherwise defined herein, terms used in
this Agreement that are defined in the Purchase Agreement have
the meanings set forth therein.
I. SALE OF THE DEBENTURES
The Company proposes to issue one or more series of
debentures pursuant to the provisions of an Indenture dated as of
December 1, 1993, as amended and supplemented by the First
Supplemental Indenture dated as of April 15, 1996 (as amended and
supplemented, the "Indenture"), between the Company and First
Trust of California, National Association, as successor trustee
to Bank of America National Trust and Savings Association (the
"Trustee"). By resolution of the Board of Directors of the
Company specifically authorizing each new series of debentures (a
"Board Resolution"), the Company will designate the title of each
series, aggregate principal amount, date or dates of maturity,
dates for payment and rate of interest, redemption dates, prices,
obligations and restrictions, if any, and any other terms with
respect to each such series.
The Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), registration statement No. 333-01001
relating to $400,000,000 of the Company's debentures registered
thereunder and $100,000,000 of the Company's debentures
registered under Registration Statement No. 33-51541 (the amount
remaining unsold thereunder, from time to time, is hereinafter
referred to as the "Debentures"), including a prospectus which,
pursuant to Rule 429 of the Act, relates to the Debentures, and
has filed with, or transmitted for filing to, the Commission (or
will promptly after the sale so file or transmit for filing) a
prospectus supplement specifically relating to a particular
series of Debentures (such particular series being hereinafter
referred to as the "New Debentures") pursuant to Rule 424(b)
under the Act ("Rule 424(b)"). The term "Registration Statement"
means the registration statements referred to herein, as amended
to the date of the Purchase Agreement. The term "Basic
Prospectus" means the prospectus relating to the Debentures
included in the Registration Statement. The term "Prospectus"
means the Basic Prospectus together with the prospectus
supplement specifically relating to the New Debentures, as filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b). As used herein, the terms "Registration Statement",
"Basic Prospectus" and "Prospectus" shall include in each case
the material, if any, incorporated by reference therein.
II. PURCHASERS' REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information
furnished in writing to the Company expressly for use with
respect to the New Debentures will not contain any untrue
statement of a material fact and will not omit any material fact
in connection with such information necessary to make such
information not misleading.
If the Purchasers advise the Company in the Purchase
Agreement that they intend to resell the New Debentures, the
Company will assist the Purchasers as hereinafter provided. The
terms of any such resale will be set forth in the Prospectus.
The provisions of Paragraphs C and D of Article VI and Articles
VIII, IX and X of this Agreement apply only to Purchasers that
have advised the Company of their intention to resell the New
Debentures ("Reselling Purchasers"). All other provisions apply
to any Purchaser including a Reselling Purchaser.
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III. CLOSING
The closing will be held at the office of GTE Service
Corporation, 4th Floor, One Stamford Forum, Stamford, Connecticut
06904 on the Closing Date. Concurrent with the delivery of the
New Debentures to the Purchasers or to the Representative for the
account of each Purchaser, payment of the full purchase price of
the New Debentures shall be made, at the option of the Company,
by certified or official bank check or checks in same day funds,
payable to the Company or its order, at The Bank of New York,
Attention: Corporate Trust Department, or by wire transfer in
same day funds to The Bank of New York for the account of the
Company. Upon receipt of such check or wire transfer by The Bank
of New York, such check or wire transfer shall be deemed to be
delivered at the closing.
IV. CONDITIONS TO PURCHASERS' OBLIGATIONS
The respective obligations of the Purchasers hereunder are
subject to the following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission; since the latest date as of which information is
given in the Registration Statement, there shall have been no
material adverse change in the business, business prospects,
properties, financial condition or results of operations of the
Company; and the Purchasers or the Representative shall have
received on the Closing Date the customary form of compliance
certificate, dated the Closing Date and signed by the President
or a Vice President of the Company, including the foregoing. The
officer executing such certificate may rely upon the best of his
or her knowledge as to proceedings pending or threatened.
(B) At the Closing Date, there shall be in full force and
effect an order or orders, satisfactory to counsel for the
Purchasers, of the California Public Utility Commission and of
such other regulatory authorities, if any, as may have
jurisdiction over the issue and sale of the New Debentures by the
Company to the Purchasers, authorizing such issue and sale as
herein and in the Registration Statement provided, and none of
such orders shall contain any conditions inconsistent with the
provisions of this Agreement or of the Registration Statement.
(C) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Richard M. Cahill,
Esq., Vice President-General Counsel of the Company, or other
counsel to the Company satisfactory to the Purchasers and counsel
to the Purchasers, dated the Closing Date, substantially in the
form set forth in Exhibit A hereto.
(D) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Milbank, Tweed, Hadley
& McCloy, counsel for the Purchasers, dated the Closing Date,
substantially in the form set forth in Exhibit B hereto.
(E) The Purchasers or the Representative shall have
received on the Closing Date a letter from Arthur Andersen LLP,
independent public accountants for the Company, dated as of the
Closing Date, to the effect set forth in Exhibit C hereto.
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V. CONDITIONS TO COMPANY'S OBLIGATIONS
The obligations of the Company hereunder are subject to the
following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission.
(B) At the Closing Date, there shall be in full force and
effect an order or orders, satisfactory to the Company, of the
California Public Utility Commission and of such other regulatory
authorities, if any, as may have jurisdiction over the issue and
sale of the New Debentures by the Company to the Purchasers.
(C) The Company shall have received on the Closing Date the
full purchase price of the New Debentures purchased hereunder.
VI. COVENANTS OF THE COMPANY
In further consideration of the agreements contained herein
of the Purchasers, the Company covenants to the several
Purchasers as follows:
(A) To furnish to the Purchasers or the Representative a
copy of the Registration Statement including materials, if any,
incorporated by reference therein and, during the period
mentioned in (C) below, to supply as many copies of the
Prospectus, any documents incorporated by reference therein and
any supplements and amendments thereto as the Purchasers or the
Representative may reasonably request. The terms "supplement"
and "amendment" or "amend" as used in this Agreement shall
include all documents filed by the Company with the Commission
subsequent to the effective date of the Registration Statement,
or the date of the Basic Prospectus, as the case may be, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which are deemed to be incorporated by reference therein.
(B) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the New Debentures,
to furnish to any Purchaser or the Representative, and to counsel
for the Purchasers, a copy of each such proposed amendment or
supplement.
The covenants in Paragraphs (C) and (D) apply only to
Reselling Purchasers:
(C) If in the period after the first date of resale of the
New Debentures during which, in the opinion of counsel for the
Reselling Purchasers, the Prospectus is required by law to be
delivered, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to make
a statement therein, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, not materially
misleading, or if it is otherwise necessary to amend or
supplement the Prospectus to comply with law, forthwith to
prepare and furnish, at its own expense (unless such amendment
shall relate to information furnished by the Purchasers or the
Representative by or on behalf of the Purchasers in writing
expressly for use in the Prospectus), to the Reselling
Purchasers, the number of copies requested by the Reselling
Purchasers or the Representative of either amendments or
supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in light of
the circumstances when the Prospectus is delivered to a
subsequent purchaser, be misleading or so that the Prospectus
will comply with law.
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(D) To use its best efforts to qualify the New Debentures
for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Purchasers or the Representative shall
reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection therewith; provided,
however, that the Company, in complying with the foregoing
provisions of this paragraph, shall not be required to qualify as
a foreign company or to register or qualify as a broker or dealer
in securities in any jurisdiction or to consent to service of
process in any jurisdiction other than with respect to claims
arising out of the offering or sale of the New Debentures, and
provided further that the Company shall not be required to
continue the qualification of the New Debentures beyond one year
from the date of the sale of the New Debentures.
VII. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the several
Purchasers that (i) each document, if any, filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the
Basic Prospectus or the Prospectus complied or will comply when
so filed in all material respects with the Exchange Act and the
rules and regulations thereunder, (ii) each part of the
Registration Statement filed with the Commission pursuant to the
Act relating to the New Debentures, when such part became
effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, (iii) on the effective date of the Registration
Statement, the date the Prospectus is filed pursuant to Rule
424(b) and at all times subsequent to and including the Closing
Date, the Registration Statement and the Prospectus, as amended
or supplemented, if applicable, complied or will comply in all
material respects with the Act and the applicable rules and
regulations thereunder, (iv) on the effective date of the
Registration Statement, the Registration Statement did not
contain, and as amended or supplemented, if applicable, will not
contain, any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein
not misleading, and on the date the Prospectus, or any amendment
or supplement thereto, is filed pursuant to Rule 424(b) and on
the Closing Date, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
except that these representations and warranties do not apply to
statements or omissions in the Registration Statement or the
Prospectus based upon information furnished to the Company by any
Purchaser or the Representative by or on behalf of any Purchaser
in writing expressly for use therein or to statements or
omissions in the Statement of Eligibility of the Trustee under
the Indenture, (v) the consummation of any transaction herein
contemplated will not result in a breach of any of the terms of
any agreement or instrument to which the Company is a party, and
(vi) the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended.
VIII. INDEMNIFICATION
The Company agrees to indemnify and hold harmless each
Reselling Purchaser and each person, if any, who controls such
Reselling Purchaser within the meaning of either Section 15 of
the Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus or
the Prospectus (if used within the period set forth in Paragraph
(C) of Article VI hereof, and as amended or supplemented if the
Company shall have furnished any amendments or supplements
thereto), or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
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insofar as such losses, claims, damages or liabilities are based
upon any such untrue statement or omission or alleged untrue
statement or omission based upon information furnished to the
Company by any Reselling Purchaser or the Representative by or on
behalf of any Reselling Purchaser in writing expressly for use
therein or by any statement or omission in the Statement of
Eligibility of the Trustee under the Indenture. The foregoing
agreement, insofar as it relates to the Prospectus, shall not
inure to the benefit of any Reselling Purchaser (or to the
benefit of any person controlling such Reselling Purchaser) on
account of any losses, claims, damages or liabilities arising
from the sale of any New Debentures by said Reselling Purchaser
to any person if a copy of the Prospectus (as amended or
supplemented, if prior to distribution of the Prospectus to the
Reselling Purchaser, the Company shall have made any supplements
or amendments which have been furnished to said Reselling
Purchaser) shall not have been sent or given by or on behalf of
such Reselling Purchaser to such person at or prior to the
written confirmation of the sale of the New Debentures to such
person and such statement or omission is cured in the Prospectus.
Each Reselling Purchaser agrees to indemnify and hold
harmless the Company, its directors, its officers who sign the
Registration Statement and any person controlling the Company to
the same extent as the foregoing indemnity from the Company to
each Reselling Purchaser, but only with reference to information
relating to said Reselling Purchaser furnished to the Company in
writing by the Reselling Purchaser or the Representative by or on
behalf of said Reselling Purchaser expressly for use in the
Registration Statement or the Prospectus.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either of
the two preceding paragraphs, such person (the "indemnified
party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such
proceeding (provided, however, that if such indemnified party
shall object to the selection of counsel after having been
advised by such counsel that there may be one or more legal
defenses available to the indemnified party which are different
from or additional to those available to the indemnifying party,
the indemnifying party shall designate other counsel reasonably
satisfactory to the indemnified party) and the indemnifying party
shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless the indemnifying party and the
indemnified party shall have mutually agreed to the retention of
such counsel. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by
reason of such settlement or judgment.
If the indemnification provided for in this Article VIII is
unavailable to an indemnified party under the first or second
paragraph hereof or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and
the Reselling Purchasers on the
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other from the offering of the New Debentures or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company on the one hand and of
the Reselling Purchasers on the other in connection with the
statement or omission that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on
the one hand and the Reselling Purchasers on the other in
connection with the offering of the New Debentures shall be
deemed to be in the same proportion as the total net proceeds
from the offering of the New Debentures received by the Company
bear to the total commissions, if any, received by all of the
Reselling Purchasers in respect thereof. If there are no
commissions allowed or paid by the Company to the Reselling
Purchasers in respect of the New Debentures, the relative
benefits received by the Reselling Purchasers in the preceding
sentence shall be the difference between the price received by
such Reselling Purchasers upon resale of the New Debentures and
the price paid for the New Debentures pursuant to the Purchase
Agreement. The relative fault of the Company on the one hand and
of the Reselling Purchasers on the other shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied
by the Company or by the Reselling Purchasers and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to
in this Article VIII shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation.
IX. SURVIVAL
The indemnity and contribution agreements contained in
Article VIII and the representations and warranties of the
Company contained in Article VII of this Agreement shall remain
operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any
Reselling Purchaser or on behalf of any Reselling Purchaser or
any persons controlling any Reselling Purchaser and (iii)
acceptance of and payment for any of the New Debentures.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date this Agreement shall
be subject to termination in the absolute discretion of the
Reselling Purchasers, by notice given to the Company, if (i)
trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State
authorities, (iii) minimum prices shall have been established on
the New York Stock Exchange by Federal or New York State
authorities or (iv) any outbreak or material escalation of
hostilities involving the United States or declaration by the
United States of a national emergency or war or other calamity or
crisis shall have occurred, the effect of any of which is such as
to make it impracticable or inadvisable to proceed with the
delivery of the New Debentures on the terms and in the manner
contemplated by the Prospectus.
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XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers
because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason (other than those set forth in
Article V) the Company shall be unable to perform its obligations
under this Agreement, the Company will reimburse the Purchasers
for all out-of-pocket expenses (including the fees and
disbursements of counsel) reasonably incurred by such Purchasers
in connection with the New Debentures. Except as provided
herein, the Purchasers shall bear all of their expenses,
including the fees and disbursements of counsel.
XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New
Debentures it has agreed to purchase hereunder, the remaining
Purchasers shall have the right within 24 hours to make
arrangements satisfactory to the Company for the purchase of such
New Debentures hereunder. If they fail to do so, the amounts of
New Debentures that the remaining Purchasers are obligated,
severally, to purchase under this Agreement shall be increased in
the proportions which the total amount of New Debentures which
they have respectively agreed to purchase bears to the total
amount of New Debentures which all non-defaulting Purchasers have
so agreed to purchase, or in such other proportions as the
Purchasers may specify to absorb such unpurchased New Debentures,
provided that such aggregate increases shall not exceed 10% of
the total amount of the New Debentures set forth in Schedule A to
the Purchase Agreement. If any unpurchased New Debentures still
remain, the Company shall have the right either to elect to
consummate the sale except as to any such unpurchased New
Debentures so remaining or, within the next succeeding 24 hours,
to make arrangements satisfactory to the remaining Purchasers for
the purchase of such New Debentures. In any such cases, either
the Purchasers or the Representative or the Company shall have
the right to postpone the Closing Date for not more than seven
business days to a mutually acceptable date. If the Company shall
not elect to so consummate the sale and any unpurchased New
Debentures remain for which no satisfactory substitute Purchaser
is obtained in accordance with the above provisions, then this
Agreement shall terminate without liability on the part of any
non-defaulting Purchaser or the Company for the purchase or sale
of any New Debenture under this Agreement. No provision in this
paragraph shall relieve any defaulting Purchaser of liability to
the Company for damages occasioned by such default.
XIII. MISCELLANEOUS
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York.
CA:8-K:17
Exhibit A
LETTERHEAD OF
RICHARD M. CAHILL
Vice President - General Counsel
_____________, 199_
and the other Purchasers named in
the Purchase Agreement dated ____________,
199_, between GTE California Incorporated
and such Purchasers
Re: GTE California Incorporated
___% Debentures, Series _, Due ____
Dear Sirs:
I have been requested by GTE California Incorporated, a
California corporation (the "Company"), as its Vice President-
General Counsel to furnish you with my opinion pursuant to a
Purchase Agreement dated ______, 199_ (the "Agreement") between
you and the Company, relating to the purchase and sale of
$___,000,000 aggregate principal amount of its ___% Debentures,
Series _, Due ____ (the "New Debentures").
In this connection I have examined among other things:
(a) The Restated Certificate of Incorporation of the
Company, as amended, and the By-laws of the Company, each as
presently in effect;
(b) A copy of the Indenture dated as of December 1, 1993,
as amended and supplemented by the First Supplemental Indenture
dated as of April 15, 1996 (as amended and supplemented, the
"Indenture"), between the Company and First Trust of California,
National Association, as successor trustee to Bank of America
National Trust and Savings Association (the "Trustee"), under
which the New Debentures are being issued, and the resolution of
the Board of Directors of the Company specifically authorizing
the New Debentures, including the issuance and sale of the New
Debentures (the "Board Resolution");
(c) The form of the New Debentures set forth in the Board
Resolution;
(d) The records of the corporate proceedings of the Company
relating to the authorization, execution and delivery of the
Indenture;
(e) The records of the corporate proceedings of the Company
relating to the authorization, execution and delivery of the
Agreement;
(f) The record of all proceedings taken by the Company
relating to the registration of the New Debentures under the
Securities Act of 1933, as amended (the "Act"), and qualification
of the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA"), particularly Registration Statement No. 33-
51541 and Registration Statement No. 333-01001, including the
form of prospectus contained therein (unless the context shall
otherwise require, the Registration Statements as amended are
hereinafter called the "Registration Statement" and the
prospectus dated _________, together with the prospectus
supplement dated __________ relating to the New Debentures in the
form filed under Rule 424(b) of the Act, are hereinafter called
the "Prospectus");
-2-
(g) Statutes, permits and other documents relating to the
Company's franchises;
(h) The records of proceedings and orders issued by the
California Public Utility Commission authorizing the issuance and
sale of the New Debentures; and
(i) The Registration Statement, the Prospectus and all
documents filed by the Company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which are incorporated
by reference in the Prospectus (the "Incorporated Documents") .
On the basis of my examination of the foregoing and of such
other documents and matters as I have deemed necessary as the
basis for the opinions hereinafter expressed, I am of the opinion
that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
California, and has adequate corporate power to own and operate
its properties and to carry on the business in which it is now
engaged. There are no states or jurisdictions in which the
qualification or licensing of the Company as a foreign
corporation is necessary where the failure to be qualified or
licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization,
issue and sale of the New Debentures to you have been taken by
the Company.
3. The Agreement has been duly and validly authorized,
executed and delivered by the Company.
4. The Indenture is in proper form, has been duly
authorized by the Company, has been duly executed by the Company
and the Trustee and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company enforceable in
accordance with its terms, except as limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors'
rights and the availability of equitable remedies. The Indenture
has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the
statements concerning them in the Registration Statement and
Prospectus and have been duly authorized and executed by the
Company and (assuming due authentication and delivery thereof by
the Trustee) have been duly issued for value by the Company and
(subject to the qualifications set forth in paragraph 4 above)
constitute legal, valid and binding obligations of the Company
enforceable in accordance with their terms and are entitled to
the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as
contemplated by the Agreement, have been duly authorized by the
California Public Utility Commission, and such authorization is
in full force and effect and, except as may be required by the
securities or Blue Sky laws of certain jurisdictions, no other
authorization, approval or consent of any governmental regulatory
authority is required for the issuance and sale of the New
Debentures.
7. The Company holds valid and subsisting franchises,
licenses and permits adequate for the conduct of its business in
the territory served by it, except for limited areas where the
Company operates by sufferance, and none of the franchises,
licenses or permits of the Company contain any unduly burdensome
restrictions.
-3-
8. Registration Statement No. 33-51541 became effective on
January 10, 1994 and Registration Statement No. 333-01001 became
effective on February 22, 1996, and, to the best of my knowledge,
no proceedings under Section 8 of the Act looking toward the
possible issuance of a stop order with respect thereto are
pending or threatened and the Registration Statement remains in
effect on the date hereof. The Registration Statement and the
Prospectus comply as to form in all material respects with the
relevant provisions of the Act and of the Exchange Act as to
documents incorporated by reference into said Registration
Statement and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, except that I
express no opinion as to the financial statements contained
therein. The Prospectus is lawful for use for the purposes
specified in the Act in connection with the offer for sale and
sale of the New Debentures in the manner therein specified. I
have no reason to believe that the Registration Statement or the
Incorporated Documents, considered as a whole on the effective
date of the Registration Statement, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus and the
Incorporated Documents, considered as a whole on the date hereof,
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
Without my prior written consent, this opinion may not be
relied upon by any person or entity other than the addressee,
quoted in whole or in part, or otherwise referred to in any
report or document, or furnished to any other person or entity,
except that Milbank, Tweed, Hadley & McCloy may rely upon this
opinion as if this opinion were separately addressed to them.
Very truly yours,
Richard M. Cahill
Vice President - General Counsel
cc: Milbank, Tweed, Hadley & McCloy
CA:8-K:20
Exhibit B
MILBANK, TWEED, HADLEY & McCLOY
1 Chase Manhattan Plaza
New York, New York 10005
__________, 199_
GTE CALIFORNIA INCORPORATED
$___,000,000 __% Debentures, Series _, Due ____
and the other several Purchasers
referred to in the Purchase Agreement
dated ___________________, among such
Purchasers and GTE California Incorporated
Dear Sirs:
We have been designated by GTE California Incorporated (the
"Company") as counsel for the purchasers of $___,000,000
aggregate principal amount of its ___% Debentures, Series _, Due
____ (the "New Debentures"). Pursuant to such designation and
the terms of a Purchase Agreement dated ________, relating to the
New Debentures (the "Purchase Agreement"), entered into by you
with the Company, we have acted as your counsel in connection
with your several purchases this day from the Company of the New
Debentures, which are issued under an Indenture dated as of
December 1, 1993, as amended and supplemented by the First
Supplemental Indenture dated as of April 15, 1996 (as amended and
supplemented, the "Indenture") between the Company and First
Trust of California, National Association, as successor trustee
to Bank of America National Trust and Savings Association (the
"Trustee").
We have reviewed originals, or copies certified to our
satisfaction, of such corporate records of the Company,
indentures, agreements and other instruments, certificates of
public officials and of officers and representatives of the
Company, and other documents, as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity with the original documents of all documents
submitted to us as copies, and the authenticity of the originals
of such latter documents. As to various questions of fact
material to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Company and statements contained in the Registration
Statement hereinafter mentioned.
In addition, we attended the closing held today at the
offices of GTE Service Corporation, One Stamford Forum, Stamford,
Connecticut, at which the Company caused the New Debentures to be
delivered to your representatives at the Depository Trust
Company, 55 Water Street, New York, New York, for your several
accounts, against payment therefor.
On the basis of the foregoing and having regard to legal
considerations which we deem relevant, we are of the opinion
that:
1. The Company is a validly existing corporation, in good
standing, under the laws of the State of California.
-2-
2. The Purchase Agreement has been duly authorized,
executed and delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and
binding agreement of the Company enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general
applicability affecting the enforceability of creditors' rights.
The enforceability of the Indenture is subject to the effect of
general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including without limitation
(i) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (ii) concepts
of materiality, reasonableness, good faith and fair dealing. The
Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended.
4. The New Debentures have been duly authorized and conform
as to legal matters in all substantial respects to the
description thereof contained in the Registration Statement and
Prospectus hereinafter mentioned. The New Debentures (assuming
due execution thereof by the Company and due authentication and
delivery by the Trustee) have been duly issued for value by the
Company and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of the
Company, and are entitled to the benefits afforded by the
Indenture in accordance with the terms of the Indenture and of
the New Debentures.
5. On the basis of information received by the Company from
the Securities and Exchange Commission (the "Commission")
Registration Statement No. 33-51541 and Registration Statement
No. 333-01001 with respect to the New Debentures (collectively,
the "Registration Statement"), filed with the Commission pursuant
to the Securities Act of 1933, as amended (the "Act"), became
effective under the Act on January 10, 1994, and on February 22,
1996, respectively, and thereupon the Prospectus dated _________
as supplemented by the Prospectus Supplement dated ____________
(collectively, the "Prospectus") became lawful for use for the
purposes specified in the Act, in connection with the offer for
sale and sale of the New Debentures in the manner therein
specified, subject to compliance with the provisions of
securities or Blue Sky laws of certain States in connection with
the offer for sale or sale of the New Debentures in such States.
To the best of our knowledge, the Registration Statement remains
in effect at this date.
6. The Registration Statement, as of its effective date,
and the Prospectus, as of the date hereof, together with the
documents incorporated by reference therein (the "Incorporated
Documents") (except any financial statements or other financial
data contained or incorporated by reference in the Registration
Statement, the Prospectus or such Incorporated Documents, as to
which no opinion is expressed) appear on their face to be
appropriately responsive, in all material respects relevant to
the offering of the New Debentures, to the requirements of the
Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, and the applicable rules and
regulations of the Commission thereunder.
The Registration Statement was filed on Form S-3 under the
Act and, accordingly, the Prospectus does not necessarily contain
a current description of the Company's business and affairs,
since Form S-3 provides for the incorporation by reference of
certain documents filed with the Commission which contain
descriptions as of various dates. We participated in conferences
with counsel for, and representatives of, the Company in
connection with the preparation of the Registration Statement and
Prospectus and we have reviewed the Incorporated Documents. In
connection with our
-3-
participation in the preparation of the Registration Statement
and the Prospectus, we have not independently verified the
accuracy, completeness or fairness of the statements contained
therein or in the Incorporated Documents, and the limitations
inherent in the review made by us and the knowledge available to
us are such that we are unable to assume, and we do not assume,
any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement, the
Prospectus or the Incorporated Documents, except as otherwise
specifically stated herein. None of the foregoing disclosed to
us any information which gave us reason to believe that the
Registration Statement or the Incorporated Documents, considered
as a whole on the effective date of the Registration Statement,
contained or contain any untrue statement of a material fact or
omitted or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not
misleading or that the Prospectus and the Incorporated Documents,
considered as a whole on the date hereof, contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. We
express no opinion as to any document filed by the Company under
the Exchange Act, whether prior or subsequent to such effective
date, except to the extent that such documents are Incorporated
Documents read together with the Registration Statement or the
Prospectus and considered as a whole, nor do we express any
opinion as to the financial statements or other financial data
included in or omitted from, or incorporated by reference in the
Registration Statement, the Prospectus or the Incorporated
Documents.
We express no opinion as to matters governed by any laws
other than the laws of the State of New York, the Federal laws of
the United States of America and, to the extent the foregoing
opinions involve the laws of the State of California, in reliance
upon the opinion of even date herewith of Richard M. Cahill,
Esq., Vice President-General Counsel of the Company, the laws of
the State of California.
The opinions contained herein are rendered to you and are
solely for your benefit and the benefit of the Purchasers
represented by you in connection with the transaction
contemplated by the Purchase Agreement. These opinions may not
be relied upon by you for any other purpose, or furnished to,
quoted or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.
Very truly yours,
MILBANK, TWEED, HADLEY &
McCLOY
CA:8-K:23
Exhibit C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for the Company
to be delivered pursuant to Article IV, paragraph (E) of the
document entitled Standard Purchase Agreement Provisions, April
1996 Edition, shall be to the effect that:
At the closing, the Purchasers shall have received such
number of copies as are necessary to provide one for each
Purchaser of a letter addressed to the Company and satisfactory
to the Purchasers or the Representative and counsel to the
Purchasers, dated as of the Closing Date and encompassing the
performance of certain procedures described in the letter as of a
date not more than five business days prior to the Closing Date
(the "Cutoff Date"), from Arthur Andersen LLP, confirming that
they are independent public accountants with respect to the
Company within the meaning of the Securities Act of 1933, as
amended (the "Act") and the applicable published rules and
regulations of the Commission thereunder, specifically Rule 2-01
of Regulation S-X, and stating in effect (1) that in their
opinion, the financial statements and schedules audited by them
and incorporated by reference in the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the Act, and the Securities Exchange Act of 1934,
as amended the ("Exchange Act") and the published rules and
regulations thereunder, (2) that although they have not audited
any financial statements of the Company as of any date or for any
period subsequent to the prior-year audit, and although they have
conducted an audit for that period, the purpose (and therefore
the scope) of the audit was to enable them to express their
opinion on the financial statements as of that date and for the
year then ended, but not on the financial statements for any
interim period within that year; therefore, they are unable to
and do not express any opinion on the unaudited condensed
consolidated balance sheet as of the latest available interim
date, and the unaudited condensed consolidated statements of
income, reinvested earnings, and cash flows for the latest
available interim period subsequent to that prior-year audit
which are included in the Prospectus and for the comparable
period of the preceding year; they have performed the procedures
specified by the American Institute of Certified Public
Accountants for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on the
latest available unaudited interim condensed consolidated
financial statements prepared by the Company, inquired of certain
officials of the Company responsible for financial and accounting
matters, and read the minutes of the Board of Directors and
shareholders of the Company, all of which procedures have been
agreed to by the Purchasers, nothing has come to their attention
which caused them to believe that: (a) any unaudited interim
condensed consolidated financial statements incorporated by
reference in the Prospectus (i) do not comply as to form in all
material respects with the applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or (ii) have not been
presented in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that
of the audited financial statements incorporated by reference in
the Prospectus; or (b) (i) as of the date of the latest available
unaudited condensed consolidated interim financial statements
prepared by the Company, there have been any changes in the
capital stock or any increase in the short-term indebtedness or
long-term debt of the Company or any decrease in net assets, in
each case as compared with the amounts shown on the latest
balance sheet incorporated by reference in the Prospectus, (ii)
for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the
specified date referred to in the preceding clause (i), there
were any decreases in operating revenues, net operating income,
net income or the Company's ratio to earnings to fixed charges,
in each case as compared with
-2-
the comparable period of the preceding year, or (iii) as of the
Cutoff Date there have been any material changes in the capital
stock or any material increase in the debt of the Company, or any
material decreases in net assets, in each case as compared with
amounts shown in the latest balance sheet included or
incorporated by reference in the Prospectus, and (iv) for the
period from the date of the latest available interim financial
statements referred to in clause (b)(i) above to the Cutoff Date,
there were any material decreases in operating revenues, net
operating income or net income, in each case as compared with the
comparable period of the preceding year, except in all instances
for changes or decreases which the Prospectus discloses have
occurred or may occur or as disclosed in such letter and except
for changes occasioned by the declaration and payment of
dividends on the stock of the Company or occasioned by sinking
fund payments made on the debt securities of the Company, and (3)
that they have performed the following additional procedures with
respect to the ratios of earnings to fixed charges included or
incorporated by reference in the Prospectus: (i) compared the
amounts used in the computation of such ratios with the amounts
included in the financial statements incorporated by reference in
the Prospectus and noted agreement in all material respects, and
(ii) recomputed the ratios and noted agreement in all material
respects.
CA:8-K:25
Exhibit
4.2
GTE CALIFORNIA INCORPORATED
BOARD OF DIRECTORS' RESOLUTION
RESOLVED:
(1) GTE California Incorporated (the "Company") shall
create and issue $___,000,000 aggregate principal amount of its
Debentures, Series _, Due ____ (the "New Debentures"), with the
terms set forth in the proposal of the purchasers and the
Indenture dated as of December 1, 1993, as amended and
supplemented by the First Supplemental Indenture dated as of
April 15, 1996 (as amended and supplemented, the "Indenture"),
between the Company and First Trust of California, National
Association, as successor trustee to Bank of America National
Trust and Savings Association (the "Trustee"), to wit:
(a) The New Debentures shall mature on __________________.
(b) The New Debentures shall bear interest from
____________, 199_, until the principal thereof becomes due
and payable at the rate of _____% per annum, payable semi-
annually on ____________ and ____________ in each year
commencing __________, and any overdue principal and (to the
extent that the payment of such interest is enforceable
under applicable law) any overdue installment of interest
thereon shall bear interest at the same rate per annum; the
principal of and the interest on the New Debentures shall be
payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts, at the office or agency
of the Company in the City of Los Angeles, and State of
California; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the
Security Register. The regular record date with respect to
any interest payment date for the New Debentures shall mean
the ____________ or ____________, as the case may be, next
preceding such interest payment date, whether or not such
date is a business day.
(c) [The New Debentures will not be redeemable prior to
maturity.]
OR
[The New Debenture will not be redeemable prior to _______.
Thereafter, the New Debenture will be redeemable on not less
than 30 nor more than 60 days' notice given as provided in the
Indenture, as a whole or in part, at the option of the Company
at the redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as
defined below plus the rate of interest on the New Debentures.
The redemption price during the twelve month period beginning
_________ and during the twelve month periods beginning on
each ____________ thereafter through the twelve month period
ended ___________ will be determined by reducing the initial
regular redemption price by an amount determined by multiplying
(a) 1/_ of the amount by which such initial regular
redemption price exceeds 100% by (b) the number of such full
twelve month periods which shall have elapsed between
__________ and the date fixed for redemption, and thereafter
the redemption prices during the twelve month periods
beginning ____________ shall be 100%; provided, however, that all
such 0.01%, then to the next higher 0.01%.
-2-
For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the
New Debentures shall be the price, expressed in percentage
of principal amount (exclusive of accrued interest), at
which the New Debentures are to be
initially offered for sale to the public; if there is not a
public offering of the New Debentures, the initial public
offering price of the New Debentures shall be deemed to be the
price, expressed in percentage of principal amount (exclusive
of accrued interest), to be paid to the Company by the
Purchasers.]
(d) [The New Debentures shall be issued in definitive fully-
registered form without coupons, and the New Debentures
shall be denominated in coin or currency of the United
States, in denominations of One Thousand Dollars ($1,000) or
any integral multiple thereof.]
OR
[The New Debentures shall be issued in the form of one or
more Global Debentures which shall represent, and shall be
denominated in an amount equal to the aggregate principal
amount of, the New Debentures and shall be registered in the
name of The Depository Trust Company or its nominee.]
(e) The New Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be
substantially in the following form:
-3-
(FORM OF FACE OF DEBENTURE)
[If Debenture is a Global Debenture, insert the following:
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE,
THIS GLOBAL DEBENTURE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR
DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]
[If The Depository Trust Company is the Depository, insert the
following:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.]
No. _____________ $ _____________
GTE California Incorporated
____% Debentures, Series _, Due ____
GTE California Incorporated, a corporation duly organized and
existing under the laws of the State of California (herein
referred to as the "Company"), for value received, hereby
promises to pay to _______________ or registered assigns, the
principal sum of __________________ Dollars on __________________
and to pay interest on said principal sum from
__________________, or from the most recent interest payment date
to which interest has been paid or duly provided for, semi-
annually on _________ and ____________ in each year, commencing
____________, at the rate of _____% per annum until the principal
hereof shall have become due and payable, and on any overdue
principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The interest installment so
payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in the Indenture
hereinafter referred to, be paid to the person in whose name this
Debenture (or one or more Predecessor Securities, as defined in
said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be
the __________ or __________, as the case may be (whether or not
a business day), next preceding such interest payment date. Any
such interest installment not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered holder
on such regular record date, and may be paid to the person in
whose name this Debenture (or one or more Predecessor Securities)
is registered at the close of business on a special record date
to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders
of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other
lawful manner not inconsistent
-4-
with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture
hereinafter referred to. The principal of and the interest on
this Debenture shall be payable at the office or agency of the
Company maintained for that purpose in the City of Los Angeles,
State of California in any coin or currency of the United States
of America which at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by
check mailed to the registered holder at such address as shall
appear in the Security Register.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become
obligatory for any purpose, until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument
to be executed.
Dated _______________________
GTE CALIFORNIA INCORPORATED
By __________________________
President
Attest:
By __________________________
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
First Trust of California, National Association
as Trustee, Authenticating Agent and
Security Registrar
By __________________________
Authorized Signatory
-5-
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Securities
of the Company (herein sometimes referred to as the
"Securities"), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of December 1, 1993,
duly executed and delivered between the Company and First Trust
of California, National Association, a national banking
association organized and existing under the laws of the United
States of America, as successor trustee to Bank of America
National Trust and Savings Association (hereinafter referred to
as the "Trustee") (said Indenture, as amended and supplemented by
the First Supplemental Indenture dated as of April 15, 1996, is
hereinafter referred to as the "Indenture"), to which Indenture
reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the
Securities. By the terms of the Indenture, the Securities are
issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture
provided. This Debenture is one of the series designated on the
face hereof (herein called the "Debentures") limited in aggregate
principal amount to $___,000,000.
[INSERT IF GLOBAL DEBENTURE - This Global Debenture shall be
exchangeable for Debentures in definitive form registered in the
names of persons other than the Depository or its nominee only if
(i) the Depository notifies the Company that it is unwilling or
unable to continue as the Depository or if at any time such
Depository is no longer registered or in good standing under the
Securities Exchange Act of 1934 or other applicable statute and a
successor depository is not appointed by the Company within 90
days or (ii) the Company executes and delivers to the Trustee an
Officer's Certificate that the Global Debenture shall be so
exchangeable. To the extent that the Global Debenture is
exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Debentures registered in such names as the
Depository shall direct.
Notwithstanding any other provision herein, this Global Debenture
may not be transferred except as a whole by the Depository to a
nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository.]
In case an Event of Default, as defined in the Indenture, with
respect to the Debentures shall have occurred and be continuing,
the principal of all of the Debentures may be declared, and upon
such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
of any series, 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 such supplemental indenture,
without the consent of the holders of each Security then
outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the
-6-
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on any of the
Securities of such series. Any such consent or waiver by the
registered holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debenture
and of any Debenture issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Debenture at the
times and place and at the rate and in the money herein
prescribed.
The Debentures are issuable as registered Debentures without
coupons in denominations of $1,000 or any integral multiple
thereof. Debentures may be exchanged, upon presentation thereof
for that purpose, at the office or agency of the Company in the
City of Los Angeles, State of California, for other Debentures of
authorized denominations, and for a like aggregate principal
amount and series, and upon payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto.
[The Debentures will not be redeemable prior to maturity.]
OR
[The Debentures may not be redeemed prior to ________________.
The Debentures may be redeemed on not less than 30 nor more than
60 days' prior notice given as provided in the Indenture, as a
whole or from time to time in part, at the option of the Company,
on any date or dates on or after ______________, and prior to
maturity, at the applicable percentage of the principal amount
thereof to be redeemed as set forth below under the heading
"Redemption Price" during the respective twelve month periods
beginning ____ of the years shown below:
Year Redemption Price
____ ________________
%
together, in each case, with accrued interest to the date fixed
for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such
date shall be payable to the registered holder at the close of
business on the applicable record date).]
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the
registered holder hereof on the Security Register of the Company,
upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in the City of Los Angeles,
State of California accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or
the Security Registrar duly executed by the registered holder
hereof or his attorney duly authorized in writing, and thereupon
one or more new Debentures of authorized denominations and for
the same aggregate principal amount and series will be issued to
the designated transferee or transferees. No service charge will
be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
-7-
Prior to due presentment for registration of transfer of this
Debenture the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and (subject to Section 2.03 of
the Indenture) interest due hereon and for all other purposes,
and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
[INSERT IF GLOBAL DEBENTURE - The Depository by acceptance of
this Global Debenture agrees that it will not sell, assign,
transfer or otherwise convey any beneficial interest in this
Global Debenture unless such beneficial interest is in an amount
equal to an authorized denomination for Debentures of this
series.]
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Indenture.
(2) The office of First Trust of California, National
Association is hereby designated and created as the agency of the
Company in the City of Los Angeles, State of California at which
(i) both the principal and the interest on the New Debentures are
payable and notices, presentations and demands to or upon the
Company in respect of the New Debentures may be given or made,
(ii) the New Debentures may be surrendered for transfer or
exchange and transferred or exchanged in accordance with the
terms of the Indenture and (iii) books for the registration and
transfer of the New Debentures shall be kept;
(3) The office of First Trust of California, National
Association is hereby designated and created as Security
Registrar of the Company in the City of Los Angeles, State of
California at which (i) the Company shall register the New
Debentures, (ii) the New Debentures may be surrendered for
transfer or exchange and transferred or exchanged in accordance
with the terms of the Indenture, and (iii) books for the
registration and transfer of the New Debentures shall be kept;
(4) The New Debentures authorized at this meeting shall be
in substantially the forms and shall have the characteristics
provided in the Indenture, and the forms of the New Debentures of
each such series set forth in these resolutions is hereby
approved and adopted;
FURTHER RESOLVED:
(1) The President or any Vice President is hereby
authorized and directed to sign a Purchase Agreement in
substantially the form of the Purchase Agreement provided as an
exhibit to the registration statement filed with respect to the
New Debentures (the "Registration Statement"), reflecting the
terms of the New Debentures approved hereby.
-8-
(2) The President or any Vice President and the Secretary
or any Assistant Secretary are hereby authorized and directed to
deliver to the Trustee a certified record of this Board
Resolution setting forth the terms of the New Debentures as
required by Section 2.01 of the Indenture.
(3) The President or any Vice President is hereby
authorized and directed to execute $____,000,000 aggregate
principal amount of New Debentures on behalf of the Company under
its corporate seal or a facsimile attested by the Secretary or
any Assistant Secretary, and the signature of the President, or
any Vice President, may be in the form of a facsimile signature
of the present or any future President or Vice President and/or
the signature of the Secretary or any Assistant Secretary in
attestation of the corporate seal may be in the form of a
facsimile signature of the present or any future Secretary or
Assistant Secretary, and should any officer who signs, or whose
facsimile signature appears upon, any of the New Debentures,
cease to be such an officer prior to their issuance, the New
Debentures so signed or bearing such facsimile signature shall
still be valid and, without prejudice to the use of the facsimile
signature of any other officer as herein above authorized, the
facsimile signature of M. L. Keith, Jr., President, and the
facsimile signature of Charles J. Somes, Secretary, are hereby
expressly approved and adopted;
(4) The officers are hereby authorized and directed to
cause the New Debentures to be delivered to the Trustee for
authentication and delivery by it in accordance with the
provisions of the Indenture, and the Trustee is hereby authorized
and requested to authenticate the New Debentures upon compliance
by the Company with the provisions of the Indenture and to
deliver the same to or upon the written order of the President or
any Vice President, and the President or any Vice President is
hereby authorized and directed to apply to the Trustee for the
authentication and delivery of the New Debentures;
(5) The President or any Vice President and the Treasurer
or any Assistant Treasurer are hereby authorized and empowered to
endorse, in the name and on behalf of the Company, any and all
checks received in connection with the sales of the New
Debentures for application as set forth in the "Use of Proceeds"
section of the Registration Statement, or for deposit to the
account of the Company in any bank, and that any such endorsement
be sufficient to bind the Company;
(6) The officers are hereby authorized and directed to sell
to the purchasers the aggregate principal amounts of the New
Debentures at the price and upon the terms and conditions set
forth in the Purchase Agreement covering the sale of the New
Debentures; and
(7) The officers are authorized and directed to execute and
deliver all such instruments and documents, to incur on behalf of
the Company all such expenses and obligations, to make all such
payments, and to do all such other acts and things as they may
consider necessary or desirable in connection with the
accomplishment of the intent and purposes of the foregoing
resolutions.
CA:8-K:34
FIRST SUPPLEMENTAL INDENTURE, dated as of the 15th day of
April, 1996 (herein called the "First Supplemental Indenture"),
between GTE CALIFORNIA INCORPORATED, a corporation duly organized
and existing under the laws of the State of California
(hereinafter referred to as the "Company"), and First Trust of
California, National Association, a banking association organized
and existing under the laws of the United States (hereinafter
referred to as the "Trustee") as successor trustee to Bank of
America National Trust and Savings Association under the
Indenture dated as of December 1, 1993, between the Company and
the Trustee (hereinafter referred to as the "Original
Indenture"). Capitalized terms used in this First Supplemental
Indenture and not otherwise defined herein shall have the
meanings set forth in the Original Indenture.
WHEREAS, in accordance with Section 9.01(c) of the Original
Indenture, the Company and the Trustee may enter into
supplemental indentures to the Original Indenture without the
consent of the Securityholders to cure any ambiguity or to
correct or supplement any provision which may be defective or
inconsistent with the Original Indenture or any supplemental
indenture, or to make such other provisions in regard to matters
or questions arising under the Original Indenture as shall not be
inconsistent with the provisions of the Original Indenture and
not adversely affect the interests of the holders of the
Securities of any series; and
WHEREAS, the Company desires to amend the Original Indenture
in accordance with Section 9.01(c) and has determined that the
requirements of Section 9.01(c) have been satisfied and has
requested the Trustee to join with it in the execution and
delivery of this First Supplemental Indenture; all requirements
necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, have been met; and the
execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, for good and valuable consideration the
sufficiency of which is hereby recognized, the Company covenants
and agrees with the Trustee as follows:
ARTICLE ONE
AMENDMENTS TO TERMS OF THE INDENTURE
Section 1.01 Certain Definitions. The Company and Trustee
hereby amend Section 1.01 of the Original Indenture pursuant to
Section 9.01(c) of the Original Indenture to add the following
definitions in alphabetical order:
"Depository:
The term "Depository" shall mean, with respect to Securities
of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the
Securities and Exchange Act of 1934, as amended, or other
applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or
2.11."
and
"Global Security:
The term "Global Security" shall mean, with respect to any
series of Securities, a Security executed by the Company and
authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository's written instruction (if acceptable
to the Trustee) held by the Trustee as custodian for the
Depository, all in accordance with this Indenture, which shall be
registered in the name of the Depository or its nominee."
Section 1.02 Terms of the Securities. The Company and
Trustee hereby amend Section 2.01 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to add a
new paragraph (9) to read as follows:
"(9) whether the Securities of the series are issuable as a
Global Security and, in such case, the identity of the Depository
for such series; and"
and to renumber the existing paragraph (9) as paragraph (10).
Section 1.03 Regular Record Date. The Company and Trustee
hereby amend the next to last paragraph of Section 2.03 of the
Original Indenture in its entirety pursuant to Section 9.01(c) of
the Original Indenture, to read as follows:
"Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a
series of Securities with respect to any interest payment date
for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the first day of a month,
or the first day of the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the fifteenth day of a
month, whether or not such date is a business day."
Section 1.04 Exchange of Securities. The Company and
Trustee hereby amend Section 2.05 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to insert a
new paragraph at the end of Section 2.05 which reads as follows:
"The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof."
Section 1.05 Global Securities. The Company and Trustee
hereby amend Article II of the Original Indenture pursuant to
Section 9.01(c) of the Original Indenture to insert a new Section
2.11 at the end of Article II which reads as follows:
"Section 2.11 (a) If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to
be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities
of such series, (ii)
-2-
shall be registered in the name of the Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's written instruction or (if
acceptable to the Trustee) held by the Trustee as custodian for
the Depository, and (iv) shall bear a legend substantially to the
following effect: 'Except as otherwise provided in Section 2.11
of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository'.
(b) Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not
in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a
successor Depository for such series selected or approved by the
Company or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of
Securities notifies the Company that it is unwilling or unable to
continue as Depository for such series or if at any time the
Depository for such series shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a
successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or
becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such
series and the Company will execute, and subject to Section 2.05,
the Trustee will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such
series in exchange for such Global Securities. In addition, the
Company may at any time determine that the Securities of any
series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to
the Securities of such series. In such event the Company will
execute and subject to Section 2.05, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such series
in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in
exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security
shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security
pursuant to this Section 2.11(c) shall be registered in such
names and in such authorized denominations as the Depository,
pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depository for delivery to the
persons in whose names such Securities are so registered."
ARTICLE TWO
MISCELLANEOUS
Section 2.01 Effectiveness of Provisions. The provisions
of this First Supplemental Indenture shall be effective only with
respect to series of Securities issued after the date hereof.
-3-
Section 2.02 Execution of Supplemental Indenture. This
First Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture and, as
provided in the Original
Indenture, this First Supplemental Indenture forms a part
thereof.
Section 2.03 Conflict with Trust Indenture Act. If and to
the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such
imposed duties shall control.
Section 2.04 Successors and Assigns. All covenants and
agreements in this First Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or
not.
Section 2.05 Separability Clause. In case any one or more
of the provisions contained in this First Supplemental Indenture,
the Original Indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this First Supplemental
Indenture, the Original Indenture or of such Securities, but this
First Supplemental Indenture, the Original Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.
Section 2.06 Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Original
Indenture, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the
Securityholders (to the extent specified herein or therein), any
benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
Section 2.07 Governing Law. This First Supplemental
Indenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.
Section 2.08 Execution and Counterparts. This First
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
GTE CALIFORNIA INCORPORATED
By _____________________________
Attest:
By _____________________________
Secretary
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as TRUSTEE
By _____________________________
Title:
Attest:
By _____________________________
Title:
-5-
CA:8-K:40
Exhibit 12
GTE CALIFORNIA INCORPORATED
PRO FORMA COMBINED STATEMENT OF THE CONSOLIDATED RATIOS OF
EARNINGS
TO FIXED CHARGES(a)
(Thousands of Dollars)
<TABLE>
<CAPTION>
Years Ended December 31
1995 1994 1993(b) 1993
1992 1991
________________________________
<S> <C> <C> <C> <C>
<C> <C>
Net Earnings Available for
Fixed Charges:
Income before
extraordinary charges $342,861$500,286$476,088$148,688$5
09,068 $533,090
Add:
Income tax expense 235,534339,585312,432107,932297,822
302,579
Fixed charges 130,232128,645144,714144,714157,845169,497
__________________________________________
_________
Adjusted earnings $708,627$968,516$933,234$401,334$964,735$1
,005,166
Fixed Charges:
Interest expense $120,010$115,012$133,214$133,214$144,946$1
55,573
Portion of rent expense
representing interest 10,222 13,633 11,50011,500 12,899
13,924
__________________________________________
______
Adjusted fixed charges $130,242$128,645$144,714$144,714$1
57,845 $169,497
Pro Forma Combined
Consolidated Ratios of
Earnings to Fixed Charges 5.44 7.53 6.45 2.77 6.11
5.93
</TABLE>
____________
(a) The pro forma combined consolidated ratios of earnings to
fixed charges represent the ratios of the Company as if the
merger of Contel of California, Inc. into the Company had been
consummated at the beginning of each period presented.
(b) Results for 1993 exclude an after-tax restructuring charge of
approximately $304,000,000 for the implementation of a re-
engineering plan and a one-time, after-tax charge of $23,000,000
related to the enhanced early retirement and voluntary separation
programs offered to eligible employees in 1993.
CA:8-K:42
Exhibit 26
GTE CALIFORNIA INCORPORATED
Invitation For Bids For the Purchase of
$___,000,000 _____% Debentures, Series _, Due ____
GTE CALIFORNIA INCORPORATED (the "Company") is inviting bids
from certain investment banks ("Invited Bidders"), each of whom
may bid either individually (a "Sole Bidder") or as part of a
group of bidders for which the Invited Bidder serves as the
representative of such group (the "Representative"), subject to
the terms and conditions stated herein, for the purchase from it
of $___,000,000 aggregate principal amount of its ____%
Debentures, Series _, Due ____ (the "Debentures").
1. Information Respecting the Company and the Debentures.
Invited Bidders may examine, at the office of the Secretary
of the Company, 600 Hidden Ridge, Irving, Texas 75038, or at the
office of GTE Service Corporation, 10th Floor, One Stamford
Forum, Stamford, Connecticut 06904 (Telephone (203) 965-2986), on
any business day between 10:00 A.M. and 4:00 P.M., the following:
(a) the Registration Statement on Form S-3 (including
the Prospectus, documents incorporated by reference and
exhibits), with respect to the Debentures;
(b) the Restated Articles of Incorporation of the
Company, as amended;
(c) a copy of the Indenture dated as of December 1,
1993 and the First Supplemental Indenture dated as of April
15, 1996 (the Indenture as so supplemented is herein called
the "Indenture") under which the Debentures are to be
issued, together with the resolution of the Board of
Directors of the Company specifically authorizing the
issuance of the Debentures;
(d) the form of Purchase Agreement (including the
Standard Purchase Agreement Provisions (April 1996 Edition))
to be used in submitting bids for the purchase of the
Debentures;
(e) the form of questionnaire to be provided by each
of the bidders; and
(f) memoranda prepared by counsel to the Company with
respect to the status of the Debentures under securities or
blue sky laws of certain jurisdictions.
Copies of said documents in reasonable quantities (except
the Restated Articles of Incorporation of the Company, the
Indenture, and other exhibits to the Registration Statement) will
be supplied upon request, so long as available, to Invited
Bidders.
The Company reserves the right to amend the Registration
Statement (including exhibits thereto) and Prospectus and to
supplement the Prospectus in such manner as shall not be
unsatisfactory to Messrs. Milbank, Tweed, Hadley & McCloy. The
Company will make copies of any such amendments or supplements
available for examination at the above offices in Irving and
Stamford.
-2-
2. Information Regarding the Bidders to be Furnished to the
Company.
In the case of a bid by a group of bidders, the
Representative shall be designated and authorized as the
representative of the several bidders in such group in the
questionnaires filed by the members of the group.
In the case of a bid by a group of bidders, the
Representative shall provide to the Company in writing a list of
the names of any potential bidder in its group no later than
10:00 A.M. on the business day immediately preceding the date
scheduled for the submission of bids. No bid by a group of
bidders will be accepted by the Company if such group contains a
member to which the Company has objected prior to 5:00 P.M. on
the business day immediately preceding the date scheduled for the
submission of bids. Additional members may be added to a group of
bidders after 10:00 A.M. on the business day immediately
preceding the date scheduled for the submission of bids only with
the consent of the Company.
No bid will be considered unless the Sole Bidder, or in the
case of a group of bidders, each member of the group through the
Representative, shall have furnished to the Company, and the
Company shall have received, two signed copies of the form of
questionnaire referred to above, properly filled out by the Sole
Bidder or by each member of the group of bidders (the Company
reserving, however, the right to waive the form of the
questionnaire or any irregularity which it deems to be immaterial
in any such questionnaire and to extend either generally or in
specific instances the time for furnishing questionnaires, and
specifically reserving the right to obtain all required bidder
information by telegraph or other means of communication). Such
copies shall be furnished to the Company at the office of GTE
Service Corporation, 10th Floor, One Stamford Forum, Stamford, CT
06904, Attention: David S. Kauffman, Esq., before 5:00 P.M., New
York City time on the business day immediately preceding the date
scheduled for the submission of bids (or on such later date as
may be determined pursuant to Section 5 hereof). Notwithstanding
the furnishing of such questionnaires to the Company, any Sole
Bidder, or the Representative on behalf of a group of bidders,
thereafter may determine, without liability to the Company, not
to bid, or any of the several members of a group (other than the
Representative) may withdraw therefrom at or before the time of
submission of the bid of such group.
3. Obligations of a Representative to a Group of Bidders
In the case of a group of bidders, the Representative shall
(i) distribute to the members of the group any due diligence
materials received by it from the Company and (ii) upon the
request of any member of such group, request from the Company and
deliver to such member of the group copies of the documents
listed in Section 1 hereof.
4. Form and Contents of Bids.
Each bid shall be for the purchase of all of the Debentures.
In case the bid of a group of bidders is accepted, the
obligations of the members of the group to purchase the
respective principal amounts of Debentures indicated in the bid
shall be several and not joint. Such bidders shall act through
the Representative, who shall be empowered to bind the bidders in
the group. No bidder may submit or participate in more than one
bid.
5. Submission of Bids and Delivery of Confirmation of Bids.
All bids must be submitted by telephone and confirmed in
writing in the manner set forth in Exhibit A, Confirmation of
Bid, attached, signed by the
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Sole Bidder or the Representative on behalf of the members of a
group of bidders. Each bid must specify: (a) the interest rate,
which shall be a multiple of 1/8 of 1% or 1/100 of 1%; and (b)
the price to be paid to the Company for the Debentures, which
shall be expressed as a percentage of the principal amount of the
Debentures and shall not be less than 98% thereof nor more than
100% thereof. The Confirmation of Bid shall specify the same
interest rate and price specified in the telephonic bid.
The Company reserves the right in its discretion from time
to time to postpone the time and the date for submission of bids
for an aggregate period of not exceeding thirty days, and will
give notice of any such postponement to each Invited Bidder,
specifying in such notice the changes in the times and dates set
forth in the Purchase Agreement occasioned by such postponement.
In the event that any such postponement should be for a period of
more than three full business days after the date of sending or
delivering such notice, the time for filing of questionnaires by
prospective bidders under Section 2 hereof shall by such notice
be postponed to 5:00 P.M., New York City time, at the place of
delivery specified in Section 2 hereof, on the business day
immediately preceding the newly scheduled date for the submission
of bids.
6. Acceptance or Rejection of Bids.
The Company may reject all bids, but if any bid for the
Debentures is accepted the Company will accept that bid which
shall result in the lowest "annual cost of money" to the Company
for the Debentures, and any bid not so accepted by the Company
shall, unless such bid shall be involved in rebidding as
hereinafter provided, be deemed to have been rejected. The
lowest annual cost of money to the Company for the Debentures
shall be determined by the Company and such determination shall
be final. In case the lowest annual cost of money to the Company
is provided by two or more such bids, the Company (unless it
shall reject all bids) will give the makers of such identical
bids an opportunity (the duration of which the Company may in its
sole discretion determine) to improve their bids. The Company
will accept, unless it shall reject all bids, the improved bid
providing the Company with the lowest annual cost of money for
the Debentures. If upon such rebidding the lowest annual cost of
money to the Company is again provided by two or more improved
bids, the Company may without liability to the maker of any other
bid accept any one of such improved bids in its sole discretion,
or may reject all bids. If no improved bid is made within the
time fixed by the Company, the Company may without liability to
the maker of any other bid accept any one of the initially
submitted bids providing the lowest annual cost of money to the
Company, or may reject all bids.
The Company further reserves the right to reject the bid of
any Sole Bidder or group of bidders if the Company, in the
opinion of its counsel, may not lawfully sell the Debentures to
such bidder or to any member of such group, unless, in the case
of a group of bidders, prior to 1:00 P.M., New York City time, on
the date on which the bids are submitted, the member or members
to which, in the opinion of the Company's counsel, the Debentures
may not be lawfully sold have withdrawn from the group and the
remaining members have agreed to purchase the Debentures which
such withdrawing member or members had offered to purchase.
7. Purchase Agreement and Completion of Registration Statement.
The Company will signify its acceptance of a bid by signing
the Purchase Agreement. The Company shall, upon request, execute
the acceptance on additional number of copies of the Purchase
Agreement as shall be reasonably requested by the Representative
of the successful bidders. Upon the
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acceptance of a bid, the successful Sole Bidder, or, in the case
of a bid by a group of bidders, the Representative on behalf of
the successful bidders, shall furnish to the Company, in writing,
all information regarding the bidder or bidders and the public
offering, if any, of the Debentures required in connection with
the prospectus supplement to the Registration Statement, any
further information regarding the bidders and the public
offering, if any, to be made by them, which may be required to
complete the applications filed by the Company with public
authorities having jurisdiction over the Company, and other
information required by law in respect of the purchase or sale of
the Debentures as herein contemplated.
8. Delivery of the Debentures.
The Debentures will be delivered in temporary or definitive
form, at the election of the Company, to the purchasers of the
Debentures at the place, at
the time and in the manner indicated in the Purchase Agreement,
against payment of the purchase price therefor as provided in the
Purchase Agreement.
9. Opinion of Counsel for the Purchasers.
Messrs. Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan
Plaza, New York, N.Y. 10005, have been requested by the Company
to act as counsel for the successful bidder or bidders of the
Debentures and to give to the purchasers an opinion as outlined
in the Purchase Agreement. Such counsel has reviewed or will
review, from the standpoint of possible purchasers of the
Debentures, the form of the Registration Statement and the
Prospectus and competitive bidding papers, including the Purchase
Agreement, and has reviewed or will review the corporate
proceedings with respect to the issue and sale of the Debentures.
Invited Bidders may confer with Messrs. Milbank, Tweed, Hadley &
McCloy with respect to any of the foregoing matters at the
offices of said firm, 1 Chase Manhattan Plaza, New York, N.Y.
10005, Attn.: Robert W. Mullen, Jr., Esq. The successful bidders
are to pay the compensation and disbursements of such counsel,
except as otherwise provided in the Purchase Agreement. Such
counsel will, on request, advise any Sole Bidder who has, or the
Representative of any group of bidders who have, furnished
questionnaires as provided in Section 2 hereof, of the amount of
such compensation and of the estimated amount of such
disbursements.
GTE CALIFORNIA INCORPORATED
_____, 199_
CA:8-K:47
EXHIBIT A
GTE CALIFORNIA INCORPORATED
(the "Company")
CONFIRMATION OF BID FOR
$___,000,000 ____% Debentures, Series _, Due ____
(the "Debentures")
TERMS
Maturity: ________, ____.
Interest Payable: Semi-annually on ____ and ________,
commencing
_________.
Redemption Provisions:
[The Debentures will not be redeemable prior to maturity.]
OR
[The New Debentures will not be redeemable prior to
_________. The "initial regular redemption price" of the New
Debentures will be the initial public offering price as defined
below plus the rate of interest on the New Debentures; the
redemption price during the twelve-month period beginning ____
and during the twelve-month periods beginning on each ________
thereafter through the twelve-month period beginning ________,
will be determined by reducing the initial regular redemption
price by an amount determined by multiplying (a) 1/_ of the
amount by which such initial regular redemption price exceeds
100% by (b) the number of such full twelve-month periods which
shall have elapsed between _______ and the date fixed for
redemption; and thereafter the redemption prices during the
twelve-month periods beginning ______ shall be 100%; provided,
however, that all such prices will be specified to the nearest
0.01% or if there is no nearest 0.01%, then to the next higher
0.01%.
For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Debentures are to be initially offered for sale to the
public; if there is not a public offering of the New Debentures,
the initial public offering price of the New Debentures shall be
deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest), to be paid to the Company
by the purchasers.]
NAME OF BIDDER:
_________________________________________________________
TELEPHONE NUMBER TO BE USED TO CALL IN BID:
_____________________________
TIME AND DATE BID RECEIVED:
_____________________________________________
(to be completed by GTE Service Corporation on behalf of the
Company)
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By submitting this bid, the bidder named above agrees to the
following terms and conditions:
o Each bid shall be for the purchase of all of the Debentures.
o Each bid may be made by a single bidder or by a group of
bidders.
o The bidder acknowledges that it (and all members of the
bidding group it represents) has received a copy of the
Prospectus dated ______.
o If the bid is made by a group of bidders, the undersigned
represents and warrants that it is fully authorized by all
bidders in the group to act on their behalf and to bind them
to the terms of the Purchase Agreement relating to the
Debentures.
o Each bid shall specify:
- the annual interest rate on the Debentures, which
rate shall be a multiple of 1/8% or 0.01%;
- the price (exclusive of accrued interest) to be paid
to the Company for the Debentures, which price shall
not be less than 98% and not more than 100% of the
principal amount of the Debentures, and that accrued
interest on the Debentures from ______, to the date of
payment of the Debentures and the delivery thereof will
be paid to the Company by the purchaser or purchasers;
and
- in the case of a bid by a group of bidders, the name
of, and amount to be purchased by each bidder;
o Bids must be received by 10:00 A.M., New York City time, on
_______, or such later time and/or date as the Company may
specify (the "Bid Time").
o Bids shall be irrevocable for one (1) hour after the Bid
Time.
o The winning bid shall be selected on the basis of the lowest
"annual cost of money" to the Company.
o Whether or not this bid is accepted by the Company, an
executed copy of this Confirmation of Bid must be sent
promptly by facsimile to GTE Service Corporation on behalf of
the Company at 203-965-2937 or 203-965-2830.
o If this bid is accepted, upon acceptance the undersigned
agrees to promptly furnish to the Company a signed copy of
the Purchase Agreement relating to the Debentures and a copy
of all information required to be included in the Prospectus
relating to the Debentures.
o Closing Date: ________ at 10:00 A.M., New York City time.
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BID:
Interest Rate ________________ %
Price to be paid to the Company ________________ %
___________________________________
(Name of Bidder)
__________________________________
(Authorized Signature)
CA:8-K:50
