<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration No. 33-50711
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 14, 1993
$100,000,000
(LOGO) GTE FLORIDA INCORPORATED
7 1/4% Debentures, Series C, Due 2025
Interest payable April 15 and October 15 Due October 15, 2025
------------------
The 7 1/4% Debentures, Series C, Due 2025 (the "New Debentures") will not be
redeemable prior to October 15, 2005. The New Debentures will be redeemable
at the option of GTE Florida Incorporated (the "Company"), as a
whole or in part, on or after October 15, 2005 at the
redemption prices set forth herein. See "Supplemental
Description of New Debentures."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
---------------- ---------------- ----------------
<S> <C> <C> <C>
Per Debenture................................ 99.202% .455% 98.747%
Total........................................ $99,202,000 $455,000 $98,747,000
</TABLE>
(1) Plus accrued interest from October 15, 1995.
(2) Before deduction of expenses payable by the Company estimated at $100,000.
The New Debentures are offered by the several Underwriters when, as and if
issued by the Company, delivered to and accepted by the Underwriters and subject
to their right to reject orders in whole or in part. It is expected that
delivery of the New Debentures will be made on or about October 16, 1995.
CS First Boston
Chase Securities, Inc.
Merrill Lynch & Co.
BA Securities, Inc.
Chemical Securities Inc.
Deutsche Morgan Grenfell
Morgan Keegan & Co. Inc.
Utendahl Capital Partners, L.P.
The date of this Prospectus Supplement is October 11, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------
RECENT DEVELOPMENTS
The Company follows the accounting for regulated enterprises prescribed by
Statement of Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation" ("SFAS 71"). In general, SFAS 71 requires
companies to depreciate plant and equipment over lives approved by regulators
which may extend beyond the assets' actual economic lives. SFAS 71 also requires
deferral of certain costs based upon approvals received from regulators to
recover such costs in the future. Consequently, the carrying value of certain
assets and liabilities, primarily telephone plant and equipment, may be greater
than that which would otherwise be recorded by unregulated enterprises.
In connection with an ongoing review of the continued applicability of SFAS
71, the Company has commenced a study of the economic lives of its telephone
plant and equipment. The study is expected to be completed by the end of the
fourth quarter of 1995. If the Company were to discontinue the application of
SFAS 71 and compute the effect on its telephone plant in a manner similar to the
seven Regional Bell Operating Companies which have discontinued SFAS 71, the
after-tax charge resulting from the reduction in carrying values of the
Company's property, plant and equipment, which would be non-cash in nature, is
estimated to be between $300 million and $400 million. This potential accounting
charge would reduce telephone plant but would not have a significant effect on
future depreciation. In addition, this charge would have no effect on the
Company's customers or its liquidity and capital resources.
S-2
<PAGE> 3
SUPPLEMENTAL DESCRIPTION OF NEW DEBENTURES
The following description of specific terms of the New Debentures offered
hereby supplements and should be read in conjunction with the description of the
general terms and provisions of the New Debentures set forth in the accompanying
Prospectus under the caption "The New Debentures." The following description
does not purport to be complete and is qualified in its entirety by reference to
the description in the accompanying Prospectus and the Indenture, dated as of
November 1, 1993 (the "Indenture"), between the Company and NationsBank of
Georgia, National Association, as Trustee.
PRINCIPAL AMOUNT, MATURITY AND INTEREST
The New Debentures will be limited to $100,000,000 aggregate principal
amount and will mature on October 15, 2025. Interest on the New Debentures will
be payable semi-annually on April 15 and October 15, commencing April 15, 1996,
to the persons in whose names the New Debentures are registered at the close of
business on the April 1 or October 1, as the case may be, next preceding such
interest payment date, subject to certain exceptions provided for in the
Indenture.
REDEMPTION
The New Debentures will not be redeemable prior to October 15, 2005. The
New Debentures will be redeemable at the option of the Company, as a whole or in
part, at any time on or after October 15, 2005 and prior to maturity, upon not
less than 30 nor more than 60 days' notice, at the respective redemption prices
(expressed in percentage of the principal amount to be redeemed) during the
twelve-month periods commencing on October 15 of the years indicated:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ---------------------------------- ----------
<S> <C>
2005.............................. 103.23%
2006.............................. 102.90%
2007.............................. 102.58%
2008.............................. 102.26%
2009.............................. 101.94%
2010.............................. 101.61%
2011.............................. 101.29%
2012.............................. 100.97%
2013.............................. 100.65%
2014.............................. 100.32%
<CAPTION>
REDEMPTION
YEAR PRICE
- ---------------------------------- ----------
<S> <C>
2015.............................. 100.00%
2016.............................. 100.00%
2017.............................. 100.00%
2018.............................. 100.00%
2019.............................. 100.00%
2020.............................. 100.00%
2021.............................. 100.00%
2022.............................. 100.00%
2023.............................. 100.00%
2024.............................. 100.00%
</TABLE>
in each case, together with accrued interest to the redemption date.
USE OF PROCEEDS
The net proceeds from the offering and sale of the New Debentures,
exclusive of accrued interest, will be applied toward the repayment of
short-term borrowings incurred for the purpose of financing the Company's
construction program. At September 30, 1995, the Company had short-term
borrowings (exclusive of current maturities) of $61,336,000 at an annual average
interest rate of 5.9%. The Company's 1995 construction budget is currently
estimated at approximately $338,000,000, of which approximately $198,609,000 has
been incurred through September 30, 1995, principally for central office
equipment, outside plant and land and buildings. The balance of the funds for
the completion of the 1995 construction program will be obtained primarily from
internal sources and short-term borrowings.
S-3
<PAGE> 4
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED
SIX MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1995 DECEMBER 31, 1994 1993(A)
---------------- ----------------- ------------------
<S> <C> <C> <C>
Consolidated Ratios of Earnings to Fixed
Charges (Unaudited)(b).................. 5.08 4.22 --
</TABLE>
- ---------------
(a) Results for 1993 include an after-tax restructuring charge of approximately
$120,000,000 for the implementation of a re-engineering plan, a one-time
after-tax charge of approximately $2,400,000 related to enhanced early
retirement and voluntary separation programs offered to eligible employees
in 1993 and an after-tax extraordinary charge of approximately $19,800,000
related to the early extinguishment of debt. This caused earnings to be
inadequate to cover fixed charges by approximately $52,000,000 and resulted
in the ratio of earnings to fixed charges declining to .32. Excluding these
items, the consolidated ratio of earnings to fixed charges for the year
ended December 31, 1993 would have been 3.32. In calculating this pro forma
ratio, an adjustment has not been made to reflect the adoption, effective
January 1, 1993, of Statement of Financial Accounting Standards No. 106
("SFAS No. 106"). An adjustment to reflect the adoption of SFAS No. 106 was
made in calculating the pro forma consolidated ratio of earnings to fixed
charges of the Company for the nine months ended September 30, 1993
contained in the accompanying Prospectus. The expense related to SFAS No.
106 has been and will be included in all periods for which financial
statements of the Company have been and will be presented subsequent to
December 31, 1992.
(b) Computed as follows: (1) "earnings" have been calculated by adding income
taxes and fixed charges to net income; (2) "fixed charges" include interest
expense and the portion of rentals representing interest.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the New Debentures will be passed
upon for the Company by Richard M. Cahill, Esq., Vice President -- General
Counsel of the Company, and for the Underwriters by Milbank, Tweed, Hadley &
McCloy of New York, New York.
S-4
<PAGE> 5
UNDERWRITING
The several Underwriters named below (the "Underwriters") have entered into
a Purchase Agreement dated October 11, 1995 with the Company (the "Purchase
Agreement") whereby they have severally agreed to purchase the respective
principal amounts of the New Debentures indicated below from the Company,
subject to the terms and conditions of the Purchase Agreement, the form of which
is filed as an exhibit to the Registration Statement.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NEW DEBENTURES
- ---------------------------------------------------------------------------- -----------------
<S> <C>
CS First Boston Corporation................................................. $ 20,000,000
Chase Securities, Inc. ..................................................... 20,000,000
Merrill Lynch Pierce, Fenner & Smith
Incorporated................................................... 20,000,000
BA Securities, Inc.......................................................... 10,000,000
Chemical Securities Inc..................................................... 10,000,000
Deutsche Morgan Grenfell.................................................... 10,000,000
Morgan Keegan & Co. Inc. ................................................... 5,000,000
Utendahl Capital Partners, L.P. ............................................ 5,000,000
-----------------
Total............................................................. $ 100,000,000
==============
</TABLE>
The Purchase Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the New Debentures offered hereby if any are
purchased.
The Company has been advised by CS First Boston Corporation, as
Representative of the Underwriters (the "Representative"), that the Underwriters
propose to offer the New Debentures to the public initially at the public
offering price set forth on the cover page of this Prospectus Supplement and,
through the Representative, to certain dealers at such price less a concession
of .30% of the principal amount per New Debenture, and the Underwriters and such
dealers may allow a discount of .25% of the principal amount of the New
Debentures on sales to certain other dealers. After the initial public offering,
the public offering price and concession and discount to dealers may be changed
by the Representative.
The New Debentures are a new issue of securities with no established
trading market. The Underwriters have advised the Company that one or more of
them intends to act as a market maker for the New Debentures. However, the
Underwriters are not obligated to do so and may discontinue any market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for the New Debentures.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, or
contribute to payments which the Underwriters may be required to make in respect
thereof.
S-5
<PAGE> 6
(LOGO) GTE FLORIDA INCORPORATED
DEBENTURES
------------------------
GTE Florida Incorporated (the "Company") intends to offer from time to time
up to $600,000,000 aggregate principal amount of its debentures (the "New
Debentures") in one or more series at prices and on terms to be determined at
the time or times of sale. The aggregate principal amount, rate and time of
payment of interest, maturity, initial public offering price, if any,
redemption provisions and other specific terms of each series of New
Debentures will be set forth in an accompanying prospectus supplement
("Prospectus Supplement").
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------
The Company may sell the New Debentures through underwriters or agents, or
directly to one or more institutional purchasers. A Prospectus Supplement will
set forth the names of underwriters, if any, any applicable commissions or
discounts, the price of the New Debentures and the net proceeds to the Company
from any such sale or sales.
------------------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 14, 1993.
<PAGE> 7
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "SEC"). These reports and other information can be inspected and
copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the following
Regional Offices: Seven World Trade Center, New York, New York 10048 and 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the public reference section of the SEC at its prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Annual Report on Form 10-K of the Company for the year ended
December 31, 1992; and
2. The Quarterly Reports on Form 10-Q of the Company for the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the New Debentures hereunder shall be deemed to
be incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, including any beneficial owner, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information that
the Prospectus incorporates. Requests for such copies should be directed to
David S. Kauffman, Esq., Assistant Secretary of the Company, at One Stamford
Forum, Stamford, Connecticut 06904. Mr. Kauffman's telephone number is (203)
965-2986.
THE COMPANY
The Company was incorporated under the laws of the State of Florida in 1901
and provides telecommunications services in Florida. All of the common stock of
the Company is owned by GTE Corporation ("GTE"). The Company's principal
executive offices are located at One Tampa City Center, Tampa, Florida 33602,
telephone number (813) 224-4011. The Company has a wholly-owned subsidiary, GTE
Communications Corporation, which contains the majority of the Company's
non-regulated operations and provides terminal equipment to business and
residential customers, cellular mobile phones and other non-regulated
telecommunications services.
2
<PAGE> 8
USE OF PROCEEDS
The net proceeds from the offering and sale of the New Debentures,
exclusive of accrued interest, will be applied toward the repayment of
short-term borrowings incurred (i) in connection with the redemption on November
8, 1993 of the following series of the Company's first mortgage bonds:
<TABLE>
<CAPTION>
TOTAL
PRINCIPAL
ORIGINAL OUTSTANDING AND PREMIUM
INTEREST MATURITY PRINCIPAL AMOUNT PREMIUM PAID AT
SERIES RATE DATE AT REDEMPTION AT REDEMPTION REDEMPTION
- -------- -------- -------- ---------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
M 8.625% 3/1/00 $ 40,000,000 $ 692,000 $ 40,692,000
P 8.125% 11/1/03 50,000,000 1,130,000 51,130,000
S 9.375% 3/1/05 50,000,000 1,730,000 51,730,000
T 8.250% 12/1/06 50,000,000 1,850,000 51,850,000
Z 8.750% 4/15/26 125,000,000 6,825,000 131,825,000
CC 10.000% 7/1/28 75,000,000 5,940,000 80,940,000
</TABLE>
and (ii) for the purpose of financing the Company's construction program. At
September 30, 1993, the Company had short-term borrowings of $168,610,000 at an
annual average interest rate of 3.10%. The Company's construction budget is
currently estimated at approximately $255,000,000 for 1993 and approximately
$187,554,000 has been spent through September 30, 1993, principally for central
office equipment, outside plant and land and buildings. The balance of the funds
for the completion of the 1993 construction program will be obtained primarily
from internal sources and short-term loans.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEARS ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------------------------
1993(A) 1992 1991 1990 1989 1988
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of Earnings to
Fixed Charges (Unaudited)(b)...... 2.44 4.24 3.47 3.81 3.06 3.83
</TABLE>
- ---------------
(a) Reflects increased operating expenses related to the adoption, effective
January 1, 1993, of Statement of Financial Accounting Standards (SFAS) No.
106 "Employers' Accounting for Postretirement Benefits Other than Pensions",
a one-time charge associated with the enhanced early retirement and
voluntary separation programs completed during the second quarter of 1993
and an extraordinary charge in the third quarter of 1993 related to the
early extinguishment of debt. Excluding these items, the consolidated ratio
of earnings to fixed charges for the nine months ended September 30, 1993
would have been 3.57.
(b) Computed as follows: (1) "earnings" have been calculated by adding income
taxes and fixed charges to net income; (2) "fixed charges" include interest
expense and the portion of rentals representing interest.
THE NEW DEBENTURES
The New Debentures are to be issued as one or more series of the Company's
debentures (the "Debentures") under an Indenture dated as of November 1, 1993
(the "Indenture"), between the Company and NationsBank of Georgia, National
Association, as Trustee (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 following summary does not
purport to be complete and is subject in all respects to the provisions of, and
is qualified in its entirety by express reference to, the cited Articles and
Sections of the Indenture and the form of Board Resolution, which are filed as
exhibits to the Registration Statement.
3
<PAGE> 9
FORM AND EXCHANGE
The New Debentures are to be issued in registered form only in
denominations of $1,000 and integral multiples thereof and will be exchangeable
for New Debentures of the same series of other denominations of a like aggregate
principal amount without charge except for reimbursement of taxes, if any.
(ARTICLE TWO)
MATURITY, INTEREST AND PAYMENT
Information concerning the maturity, interest rate and payment dates of
each series of the New Debentures will be contained in a Prospectus Supplement
relating to that series of New Debentures.
REDEMPTION PROVISIONS, SINKING FUND AND DEFEASANCE
Each series of the New Debentures may be redeemed upon not less than 30
days' notice at the redemption prices and subject to the conditions that will be
set forth in a Board Resolution and in a Prospectus Supplement relating to that
series of New Debentures. (ARTICLE THREE) If a sinking fund is established with
respect to any series of the New Debentures, a description of the terms of such
sinking fund will be set forth in a Board Resolution and in a Prospectus
Supplement relating to that series of New Debentures. The Indenture provides
that each series of the New Debentures is subject to defeasance. (SECTION 11.02)
RESTRICTIONS
The New Debentures will not be secured. The Indenture provides, however,
that if the Company shall at any time mortgage or pledge any of its property,
the Company will secure the New Debentures, equally and ratably with the other
indebtedness or obligations secured by such mortgage or pledge, so long as such
other indebtedness or obligations shall be so secured. There are certain
exceptions to the foregoing, among them that the Debentures need not be secured:
(i) in the case of (a) purchase money mortgages, (b) conditional sales
agreements or (c) mortgages existing at the time of purchase, on property
acquired after the date of the Indenture;
(ii) with respect to certain deposits or pledges to secure the
performance of bids, tenders, contracts or leases or in connection with
worker's compensation and similar matters;
(iii) with respect to mechanics' and similar liens in the ordinary
course of business;
(iv) with respect to the Company's first mortgage bonds outstanding on
the date of the Indenture, issued and secured by the Company and its
predecessors in interest under various security instruments, all of which
have been assumed by the Company (collectively, the "First Mortgage
Bonds"), and any replacement or renewal (without increase in principal
amount or extension of final maturity date) of such outstanding First
Mortgage Bonds;
(v) with respect to First Mortgage Bonds which may be issued by the
Company in connection with the consolidation or merger of the Company with
or into certain affiliates of the Company in exchange for or otherwise in
substitution for long-term senior indebtedness of any such affiliate
("Affiliate Debt") which by its terms (x) is secured by a mortgage on all
or a portion of the property of such affiliate, (y) prohibits long-term
senior secured indebtedness from being incurred by such affiliate, or a
successor thereto, unless the Affiliate Debt shall be secured equally and
ratably with such long-term senior secured indebtedness or (z) prohibits
long-term senior secured indebtedness from being incurred by such
affiliate; or
(vi) with respect to indebtedness required to be assumed by the
Company in connection with the merger or consolidation of certain
affiliates of the Company with or into the Company. (SECTION 4.05)
The Indenture does not limit the amount of debt securities which may be
issued or the amount of debt which may be incurred by the Company. (SECTION
2.01) The restriction in the Indenture described above would not afford the
holders of the New Debentures protection in the event of a highly leveraged
transaction in which unsecured indebtedness was incurred. However, in the event
of a highly leveraged transaction in
4
<PAGE> 10
which secured indebtedness was incurred, the above restriction would require the
New Debentures to be secured equally and ratably with such secured indebtedness,
subject to the exceptions described above. It is unlikely that a leveraged
buyout initiated or supported by the Company, the management of the Company or
an affiliate of either party would occur, because all of the common stock of the
Company is owned by GTE, which has no intention of selling its ownership in the
Company.
MODIFICATIONS OF 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 Debentures of any series at the time outstanding and
affected by such modification, to modify the Indenture or any supplemental
indenture affecting that series of the Debentures or the rights of the holders
of that series of Debentures. However, no such modification shall (i) extend the
fixed maturity of any Debenture, 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 Debenture so affected, or (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of each holder of Debentures then
outstanding and affected thereby. (SECTION 9.02)
The Company and the Trustee may execute, without the consent of any holder
of Debentures, any supplemental indenture for certain other usual purposes
including the creation of any new series of Debentures. (SECTIONS 2.01, 9.01 and
10.01)
EVENTS OF DEFAULT
The Indenture provides that the following described events constitute
"Events of Default" with respect to each series of the Debentures thereunder:
(a) failure for 30 business days to pay interest on the Debentures of that
series when due; (b) failure to pay principal or premium, if any, on the
Debentures of that series when due, whether at maturity, upon redemption, by
declaration or otherwise, or to make any sinking fund payment with respect to
that series; (c) failure to observe or perform any other covenant (other than
those specifically relating to another series) in the Indenture for 90 days
after notice with respect thereto; or (d) certain events in bankruptcy,
insolvency or reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Debentures have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee for that
series. (SECTION 6.06) The Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of any particular series of the
Debentures may declare the principal due and payable immediately on default with
respect to such series, but the holders of a majority in aggregate outstanding
principal amount of such series may rescind and annul such declaration and waive
the default if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Debentures may, on behalf of the holders of all the Debentures of
such series, waive any past default except a default in the payment of
principal, premium, if any, or interest. (SECTION 6.06) The Company is required
to file annually with the Trustee a certificate as to whether or not the Company
is in compliance with all the conditions and covenants under the Indenture.
(SECTION 5.03)
CONCERNING THE TRUSTEE
The Trustee, prior to an Event of Default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after the occurrence
of an Event of Default, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his own affairs. (SECTION 7.01)
Subject to such provision, the Trustee is under no obligation to exercise any of
the powers vested in it by the Indenture at the request of any holders of
Debentures, unless offered reasonable security or indemnity by such security
holders against the costs, expenses and liabilities which might be incurred
thereby. (SECTION 7.02) The Trustee is
5
<PAGE> 11
not required to expend or risk its own funds or incur personal financial
liability in the performance of its duties if the Trustee reasonably believes
that repayment or adequate indemnity is not reasonably assured to it. (SECTION
7.01)
EXPERTS AND LEGAL OPINIONS
The financial statements and schedules included or incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1992, which is incorporated by reference in this Prospectus, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to said reports, which include an explanatory paragraph with
respect to the change in the method of accounting for income taxes in 1992 as
discussed in Note 1 to the financial statements.
The statements of law and legal conclusions under "The New Debentures" have
been reviewed by Lorin H. Albeck, Esq., Senior Attorney and Assistant Secretary
of the Company, and are included upon his authority as an expert. Certain legal
matters in connection with the New Debentures will be passed upon for the
Company by Mr. Albeck, and for the underwriters, agents or institutional
purchasers by Milbank, Tweed, Hadley & McCloy of New York, New York.
PLAN OF DISTRIBUTION
The Company may sell any series of the New Debentures in one or more of the
following ways: (i) to underwriters for resale to the public or to institutional
purchasers; (ii) directly to institutional purchasers; or (iii) through Company
agents to the public or to institutional purchasers. The Prospectus Supplement
with respect to each series of New Debentures will set forth the terms of the
offering of such New Debentures, including the name or names of any underwriters
or agents, the purchase price of such New Debentures and the proceeds to the
Company from such sale, any underwriting discounts or agency fees and other
items constituting underwriters' or agents' compensation, any initial public
offering price, any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which such New Debentures may be listed.
If underwriters are used in the sale, such New Debentures will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of New Debentures will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all such New Debentures if any are purchased. In the event of a default of one
or more of the underwriters involving not more than 10% of the aggregate
principal amount of the New Debentures offered for sale, the non-defaulting
underwriters would be required to purchase the New Debentures agreed to be
purchased by such defaulting underwriter or underwriters. In the event of a
default in excess of 10% of the aggregate principal amount of the New
Debentures, the Company may, at its option, sell less than all the New
Debentures offered.
Underwriters and agents may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribution with respect to payments which the underwriters or agents may be
required to make in respect thereof. Underwriters and agents may be customers
of, engage in transactions with, or perform services for, the Company in the
ordinary course of business.
6
<PAGE> 12
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Recent Developments.................... S-2
Supplemental Description of New
Debentures........................... S-3
Use of Proceeds........................ S-3
Consolidated Ratios of Earnings to
Fixed Charges........................ S-4
Certain Legal Matters.................. S-4
Underwriting........................... S-5
PROSPECTUS
Statement of Available Information..... 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 2
Use of Proceeds........................ 3
Consolidated Ratios of Earnings to
Fixed Charges........................ 3
The New Debentures..................... 3
Experts and Legal Opinions............. 6
Plan of Distribution................... 6
</TABLE>
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(LOGO) GTE FLORIDA
INCORPORATED
$100,000,000
7 1/4% Debentures,
Series C, Due 2025
PROSPECTUS SUPPLEMENT
CS First Boston
Chase Securities, Inc.
Merrill Lynch & Co.
BA Securities, Inc.
Chemical Securities Inc.
Deutsche Morgan Grenfell
Morgan Keegan & Co. Inc.
Utendahl Capital Partners, L.P.
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