<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
6 1/4% DEBENTURES, SERIES D, DUE 2005
------------------------
Interest on the 6 1/4% Debentures, Series D, Due 2005 (the "New
Debentures"), is payable semi-annually on May 15 and November 15, commencing May
15, 1996. The New Debentures will not be redeemable prior to maturity. 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
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
=============================================================================================
Price to Underwriting Proceeds to
Public(1) Discount(2) Company(1)(3)
- ---------------------------------------------------------------------------------------------
Per Debenture......... 98.745% .361% 98.384%
- ---------------------------------------------------------------------------------------------
Total................. $98,745,000 $361,000 $98,384,000
=============================================================================================
</TABLE>
(1) Plus accrued interest from November 15, 1995 to date of delivery.
(2) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated at $50,000.
------------------------
The New Debentures are being offered by the several Underwriters subject to
prior sale, when, as and if delivered to and accepted by the Underwriters. The
Underwriters reserve the right to reject orders in whole or in part. It is
expected that delivery of the New Debentures will be made in New York, New York
against payment therefor on or about November 17, 1995.
UBS SECURITIES INC.
BEAR, STEARNS & CO. INC.
CITICORP SECURITIES, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
J.P. MORGAN SECURITIES INC.
The date of this Prospectus Supplement is November 14, 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
On November 9, 1995, GTE Florida Incorporated (the "Company") announced
through its parent, GTE Corporation ("GTE"), that in response to recently
enacted and pending legislation and the increasingly competitive environment in
which the Company expects to operate, effective January 1, 1996, the Company is
discontinuing the use of accounting practices appropriate to regulated
enterprises. As a result of this decision, the Company will record a non-cash,
extraordinary charge of approximately $378,600,000 after taxes during the fourth
quarter of 1995. This charge, which is based on the results of a comprehensive
study of the economic lives of the Company's telephone plant and equipment, will
have no effect on the Company's customers or its liquidity and capital
resources.
The Company has traditionally followed the accounting for regulated
enterprises prescribed by Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS No. 71"). In
general, SFAS No. 71 required the Company to depreciate its plant and equipment
over regulator approved lives which may extend beyond the assets' actual
economic lives. SFAS No. 71 also required the deferral of certain costs based
upon approvals received from regulators to recover such costs in the future. As
a result of these requirements, the recorded net book value of certain assets
and liabilities, primarily telephone plant and equipment, was higher than that
which would otherwise have been recorded.
The charge will primarily represent an adjustment to the net book value of
the fixed assets of the Company, through an increase in accumulated
depreciation, and is not expected to have a significant effect on depreciation
expense of existing plant and equipment or earnings over the next several years.
The income statement effect of this change in accounting will be reflected in
the Company's consolidated statements of income as an extraordinary charge, net
of tax, under the provisions of Statement of Financial Accounting Standards No.
101, "Regulated Enterprises-Accounting for the Discontinuation of Application of
FASB Statement No. 71."
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 November 15, 2005. Interest on the New Debentures will
be payable semi-annually on May 15 and November 15, commencing May 15, 1996, to
the persons in whose names the New Debentures are registered at the close of
business on the May 1 or November 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 maturity.
S-2
<PAGE> 3
THE COMPANY
The Company's principal executive offices are located at 600 Hidden Ridge,
Irving, Texas 75038, telephone number (214) 718-5600.
USE OF PROCEEDS
The net proceeds from the offering and sale of New Debentures, exclusive of
accrued interest, will be applied (i) toward the redemption of the following
series of the Company's long-term indebtedness on December 15, 1995:
<TABLE>
<CAPTION>
TOTAL
PRINCIPAL
ORIGINAL OUTSTANDING PREMIUM PAID AND PREMIUM
INTEREST MATURITY PRINCIPAL AMOUNT AT AT
SERIES RATE DATE AT REDEMPTION REDEMPTION REDEMPTION
- --------------------- -------- -------- ---------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
First Mortgage Bonds,
Series DD.......... 9.625% 4/1/30 $ 75,000,000 $4,312,500 $79,312,500
ADAMO Note........... 8.625% 1/1/99 332,190 3,322 335,512
----------- ----------- -----------
$ 75,332,190 $4,315,822 $79,648,012
=========== =========== ===========
</TABLE>
and (ii) for the purpose of financing the Company's construction program. The
Company's 1995 construction budget is currently estimated at approximately
$307,000,000, of which approximately $220,966,000 has been incurred through
October 31, 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.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1995 DECEMBER 31, 1994 DECEMBER 31, 1993(A)
------------------ ----------------- --------------------
<S> <C> <C> <C>
Consolidated Ratios of Earnings
to Fixed Charges
(Unaudited)(b)............... 4.65 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 and 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. This caused earnings to be inadequate to cover fixed charges by
approximately $32,000,000 and resulted in the ratio of earnings to fixed
charges declining to .58. Excluding these items, the consolidated ratio of
earnings to fixed charges for the year ended December 31, 1993 would have
been 3.16. 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 income before extraordinary charge; (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-3
<PAGE> 4
UNDERWRITING
Under the terms of and subject to the conditions contained in a Purchase
Agreement dated November 14, 1995, the Underwriters named below have severally
agreed to purchase all of the New Debentures and the Company has agreed to sell
them to such Underwriters, severally, in the respective amounts indicated below.
Such Purchase Agreement provides that the Underwriters shall take and pay for
all of the New Debentures if any are taken.
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
- ------------------------------------------------------------------------------- ------------
<S> <C>
UBS Securities Inc............................................................. $ 20,000,000
Bear, Stearns & Co. Inc........................................................ 20,000,000
Citicorp Securities, Inc....................................................... 20,000,000
Donaldson, Lufkin & Jenrette Securities Corporation............................ 20,000,000
J.P. Morgan Securities Inc..................................................... 20,000,000
-----------
Total................................................................ $100,000,000
===========
</TABLE>
The Company has been advised that the Underwriters propose to offer the New
Debentures in part directly to the public at the initial public offering price
set forth on the cover page of this Prospectus Supplement, and in part to
certain securities dealers at such price less a concession not in excess of .25%
of the principal amount of the New Debentures. The Underwriters may allow and
such dealers may reallow to certain brokers and dealers a concession not in
excess of .20% of the principal amount of the New Debentures. After the New
Debentures are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The New Debentures are a new issue of securities with no established
trading market. The Underwriters have advised the Company that they intend to
make a market in the New Debentures but are not obligated to do so and may
discontinue such 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 several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments made or required to be made by the several
Underwriters with respect thereto.
James L. Ketelsen, a director of J.P. Morgan & Co. Incorporated, of which
J.P. Morgan Securities Inc. is an indirect wholly-owned subsidiary, is a
director of GTE, the parent of the Company.
S-4
<PAGE> 5
(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> 6
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> 7
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 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> 8
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> 9
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> 10
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> 11
=============================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Recent Developments.................. S-2
Supplemental Description of New
Debentures......................... S-2
The Company.......................... S-3
Use of Proceeds...................... S-3
Consolidated Ratios of Earnings to
Fixed Charges...................... S-3
Certain Legal Matters................ S-3
Underwriting......................... S-4
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>
==========================================================
$100,000,000
(LOGO) GTE FLORIDA
INCORPORATED
6 1/4% DEBENTURES,
SERIES D, DUE 2005
------------------------
PROSPECTUS SUPPLEMENT
------------------------
UBS SECURITIES INC.
BEAR, STEARNS & CO. INC.
CITICORP SECURITIES, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
J.P. MORGAN SECURITIES INC.
------------------------
November 14, 1995
------------------------
==========================================================
