<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GTE NORTH INCORPORATED
(Exact name of registrant as specified in its charter)
WISCONSIN 35-1869961
(State of Incorporation) (I.R.S. Employer Identification No.)
600 Hidden Ridge, Irving, Texas 75038
(972) 718-5600
(Address and telephone number of principal executive offices)
_________
DAVID S. KAUFFMAN, ESQ. CHARLES J. SOMES, ESQ.
GTE Service Corporation GTE North Incorporated
One Stamford Forum 600 Hidden Ridge
Stamford, Connecticut 06904 Irving, Texas 75038
(203) 965-2986 (972) 718-5600
(Names, addresses and telephone numbers of agents for service)
_________
Copies to: Robert W. Mullen, Jr., Esq., Milbank, Tweed, Hadley & McCloy,
1 Chase Manhattan Plaza, New York, New York 10005.
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the registration statement number of the
earlier registration statement for the same offering. [ ] 333-
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, as amended, check the following box and list the
registration statement number of the earlier effective registration statement
for the same offering. [ ] 333-
If delivery of the prospectus is expected to be made pursuant to Rule 434 of
the Securities Act of 1933, as amended, please check the following box. [ ]
_________
<PAGE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities To Be Price Per Offering Registration
To Be Registered Registered Unit Price* Fee**
- ----------------------------------------------------------------------------
Debentures $550,000,000 100% $550,000,000 $162,250.00**
- ----------------------------------------------------------------------------
* Estimated solely for the purpose of determining the registration fee.
** Registration fee is calculated pursuant to Rule 457(a) under
the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 15, 1998
[LOGO] GTE NORTH INCORPORATED
DEBENTURES
________________
GTE North Incorporated (the "Company") intends to offer from time to
time up to $550,000,000 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 (a "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 , 1998.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
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. In addition, the SEC maintains a web site that contains reports, proxy
and other information statements and other information regarding registrants
that file electronically with the SEC. The address of this site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Annual Report on Form 10-K of the Company for the year ended
December 31, 1996;
2. The Quarterly Reports on Form 10-Q of the Company for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and
3. The Current Report on Form 8-K of the Company dated December 9, 1997.
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 is a corporation incorporated under the laws of the State
of Wisconsin. There is no public trading market for the Common Stock of the
Company because all of the Common Stock of the Company is owned by GTE
Corporation, a New York corporation ("GTE"). The Company has one wholly-owned
subsidiary, GTW Telephone Systems Incorporated, which markets and services
telecommunications customer premises equipment. The Company's principal
executive offices are located at 600 Hidden Ridge, Irving, Texas 75038,
telephone number (972) 718-5600.
USE OF PROCEEDS
The net proceeds from the offering and sale of the New Debentures,
exclusive of accrued interest, will be applied (A) toward the repayment of
short-term borrowings incurred for the purpose of financing the Company's
construction program, and (B) for general corporate purposes. At November 30,
1997, the Company had short-term borrowings (exclusive of current maturities and
inclusive of short-term obligations expected to be refinanced on a long-
2
<PAGE>
term basis) of approximately $562,035,000 at an annual average interest rate of
5.81%. The Company's construction budget was approximately $700,000,000 for
1997, approximately $615,443,000 of which was incurred through November 30,
1997, principally for central office equipment, outside plant and land and
buildings. The balance of the funds for the completion of the 1997 construction
program were obtained primarily from internal sources and short-term loans. The
Company's construction budget is currently estimated at approximately
$690,220,000 for 1998.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
1997 ------------------------------------------------------
(Unaudited) 1996 1995 1994 1993(a) 1992
---- ---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of
Earnings to Fixed
Charges(b)................. 9.14 7.76 6.97 7.24 2.03 5.05
</TABLE>
___________
(a) Results for 1993 include an after-tax restructuring charge of approximately
$230,800,000 for the implementation of a re-engineering plan and a one-
time, after-tax charge of approximately $4,300,000 related to the enhanced
early retirement and voluntary separation programs offered to eligible
employees in 1993. Excluding these items, the consolidated ratio of
earnings to fixed charges for the year ended December 31, 1993 would have
been 4.83.
(b) Computed as follows: (1) "earnings" have been calculated by adding income
taxes and fixed charges to income before extraordinary charges; (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 January
1, 1994, as amended and supplemented by the First Supplemental Indenture dated
as of May 1, 1996 (as amended and supplemented, the "Indenture"), between the
Company and The First National Bank of Chicago, as trustee (the "Trustee"). By
resolution of the Board of Directors of the Company or a certificate of
authorized officers of the Company pursuant to such a 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 New Debenture, which are filed as exhibits to the
Registration Statement of which this Prospectus is a part.
FORM AND EXCHANGE
Unless issued in the form of a Global Debenture as described under
"Book-Entry, Delivery and Form" below, 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)
3
<PAGE>
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 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 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)
BOOK-ENTRY, DELIVERY AND FORM
If a Prospectus Supplement specifies that any series of New Debentures
will be issued in the form of one or more registered global certificates (for
each such series, collectively, the "Global Debenture"), unless otherwise
specified in such Prospectus Supplement, the Global Debenture will be deposited
with, or on behalf of, The Depository Trust Company (the "Depository") and
registered in the name of the Depository's nominee. Except as set forth below,
the Global Debenture may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor of the Depository or its
nominee.
The Depository has advised as follows: It is a limited-purpose trust
company which was created to hold securities for its participants and facilitate
the clearance and settlement of securities transactions between participants in
such securities through electronic book-entry changes in accounts of its
participants. Participants include securities brokers and dealers (including
the underwriters or dealers named in the Prospectus Supplement relating to the
New Debentures), banks and trust companies, clearing corporations and certain
other organizations. Access to the Depository's system is also available to
others such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly ("indirect participants"). Persons who are not participants may
beneficially own securities held by the Depository only through participants or
indirect participants.
The Depository has advised that pursuant to procedures established by
it (i) upon issuance of the New Debentures by the Company, the Depository will
credit the accounts of the participants designated by the underwriters or
dealers with the principal amounts of the New Debentures purchased by the
underwriters or dealers and (ii) ownership of beneficial interests in the Global
Debenture will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depository (with respect to
participants' interests) or by the participants and indirect participants (with
respect to the owners of beneficial interests in the Global Debenture). The
laws of some states require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, the ability to
transfer beneficial interests in the Global Debenture is limited to such extent.
So long as the Depository's nominee is the registered owner of the
Global Debenture, such nominee for all purposes will be considered the sole
4
<PAGE>
owner or holder of the New Debentures. Except as provided below, owners of
beneficial interests in the Global Debenture will not be entitled to have any of
the New Debentures registered in their names and will not receive or be entitled
to receive physical delivery of the New Debentures in definitive form.
Neither the Company, the Trustee, any paying agent of the Company nor
the Depository will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Debenture, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
Principal and interest payments on the New Debentures registered in
the name of the Depository's nominee will be made to the Depository's nominee as
the registered owner of the Global Debenture. The Company and the Trustee will
treat the persons in whose names the New Debentures are registered as the owners
of such New Debentures for the purpose of receiving payment of principal and
interest on the New Debentures and for all other purposes whatsoever.
Therefore, neither the Company, the Trustee nor any paying agent of the Company
will have any direct responsibility or liability for the payment of principal
and interest on the New Debentures to owners of beneficial interests in the
Global Debenture. The Depository has advised the Company and the Trustee that
its present practice is, upon receipt of any payment of principal and interest,
to immediately credit the accounts of the participants with such payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in the Global Debenture as shown in the records of the
Depository. Payments by participants and indirect participants to owners of
beneficial interests in the Global Debenture will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of the participants or indirect participants.
If the Depository is at any time unwilling or unable to continue as
depository with respect to an outstanding series of New Debentures or if at any
time the Depository shall no longer be registered or in good standing under the
Exchange Act or other applicable statute and a successor depository is not
appointed by the Company within 90 days, the Company will issue New Debentures
in definitive form in exchange for the Global Debenture. In addition, the
Company may at any time determine not to have an outstanding series of New
Debentures represented by a Global Debenture. In either instance, an owner of a
beneficial interest in the Global Debenture will be entitled to have New
Debentures equal in principal amount to such beneficial interest registered in
its name and will be entitled to physical delivery of such New Debentures in
definitive form. New Debentures so issued in definitive form will be issued in
denominations of U.S. $1,000 and integral multiples thereof and will be issued
in registered form only, without coupons.
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;
5
<PAGE>
(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) However, while the restriction in the Indenture described above would not
afford holders of the New Debentures protection in the event of a highly
leveraged transaction in which unsecured indebtedness was incurred, the issuance
of most debt securities by the Company, including the New Debentures, does
require state regulatory approval (which may or may not be granted). In
addition, in the event of a highly leveraged transaction in 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 current 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)
6
<PAGE>
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 upon an Event
of Default with respect to such series, but the holders of a majority in
aggregate outstanding principal amount of such series may 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 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)
The Company and certain of its affiliates maintain banking
relationships with the Trustee. The Trustee serves as trustee under an
indenture pursuant to which certain of the First Mortgage Bonds are outstanding.
EXPERTS
The financial statements, schedule and exhibit pertaining to the
Company's Statements Re: Calculation of the Consolidated Ratio of Earnings to
Fixed Charges included in the Company's Annual Report on Form 10-K for the
7
<PAGE>
year ended December 31, 1996, which are incorporated by reference in this
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said report. Reference is made to said report on financial statements of
the Company, which includes an explanatory paragraph with respect to the
discontinuance of the provisions of Statement of Financial Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation," as discussed in
Note 2 to the financial statements.
CERTAIN LEGAL MATTERS
The validity of the New Debentures will be passed upon for the Company
by William G. Mundy, Esq., Vice President-General Counsel of the Company.
Certain legal matters in connection with the New Debentures will be passed upon
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 a 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.
8
<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
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 IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR ANY DEALER IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
--------------------
TABLE OF CONTENTS
Page
----
Statement of Available Information.. 2
Incorporation of Certain Documents
by Reference....................... 2
The Company......................... 2
Use of Proceeds..................... 2
Consolidated Ratios of Earnings
to Fixed Charges................... 3
The New Debentures.................. 3
Experts............................. 7
Certain Legal Matters............... 8
Plan of Distribution................ 8
--------------------
[LOGO] GTE NORTH INCORPORATED
____________
PROSPECTUS
____________
, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with
the issuance and distribution of the securities being registered, other than
underwriting discounts and commission.
1. Registration fee........................ $162,250.00
2. Trustee's fees.......................... 5,000.00
3. Cost of printing and engraving.......... 60,000.00
4. Accounting fees......................... 34,000.00
5. Miscellaneous........................... 8,750.00
-----------
$270,000.00
============
Item 15. Indemnification of Directors and Officers.
Pursuant to Sections 180.0850 to 180.0858 of the Wisconsin Business
Corporation Law ("WBCL"), directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in the
defense of a proceeding and (ii) in proceedings in which the director or officer
is not successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company and such breach or failure constituted: (a) a willful failure to
deal fairly with the Company or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest; (b) a
violation of the criminal law unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should be noted that Section 180.0858 of the WBCL states that it
is the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted under Sections 180.0850 to 180.0858
as described above. Additionally, under Section 180.0828 of the WBCL, directors
of the Company are not subject to personal liability for certain breaches or
failures to perform any duty resulting solely from their status as such
directors, except in circumstances paralleling those in subparagraphs (a)
through (d) outlined above.
Item 16. Exhibits.
See Exhibit Index on Page E-1.
II-1
<PAGE>
Item 17. Undertakings.
The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, as amended (the "Act"), each filing
of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to officers, directors and controlling persons of the Company pursuant
to any charter provision, by-law or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than payment by the Company of expenses incurred or paid by an officer, director
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such officer, director or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Irving, State of Texas, on the 15th day of January,
1998
GTE NORTH INCORPORATED
(Registrant)
By: JOHN C. APPEL
------------------------------
John C. Appel
President
Pursuant to the requirements of the Act, this Registration Statement
is signed below by the following persons in the capacities and on the dates
indicated.
JOHN C. APPEL )
- ------------------------- )
John C. Appel President and Director )
(Principal Executive )
Officer) )
)
)
GERALD K. DINSMORE )
- ------------------------- )
Gerald K. Dinsmore Senior Vice President- )
Finance and Planning )
(Principal Financial ) January 15, 1998
Officer) )
)
)
)
)
WILLIAM M. EDWARDS, III )
- ------------------------- )
William M. Edwards, III Vice President- )
Controller )
(Principal Accounting )
Officer) )
II-4
<PAGE>
MATELAND L. KEITH, Jr. )
- ------------------------- )
Mateland L. Keith, Jr. Director )
)
)
)
WILLIAM G. MUNDY )
) January 15, 1998
- ------------------------- )
William G. Mundy Director )
)
)
)
LAWRENCE R. WHITMAN )
- ------------------------- )
Lawrence R. Whitman Director )
II-5
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report, dated
January 28, 1997, included in the GTE North Incorporated Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
January 15, 1998
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
NumberE
- -------
1.1 - Form of Purchase Agreement, including Standard Purchase Agreement
Provisions (January 1998 Edition).
4.1 - Indenture between GTE North Incorporated and The First National Bank of
Chicago, as Trustee, dated as of January 1, 1994 (incorporated by
reference from Exhibit 4.1 to GTE North Incorporated's Registration
Statement on Form S-3, File No. 33-51911, filed with the Securities and
Exchange Commission on January 14, 1994), as amended and supplemented by
the First Supplemental Indenture dated as of May 1, 1996, between GTE
North Incorporated and the First National Bank of Chicago, as Trustee
(incorporated by reference from Exhibit 4.3 to GTE North Incorporated's
Current Report on Form 8-K dated May 7, 1996).
4.2 - Form of New Debenture (incorporated by reference from Exhibit 4.4 to GTE
North Incorporated's Current Report on Form 8-K dated December 9, 1997).
5 - Opinion and consent of William G. Mundy, Esq.
12 - Consolidated Statements of the Ratio of Earnings to Fixed Charges
(contained in Exhibit 12 to GTE North Incorporated's Report on Form 10-Q
for the quarter ended September 30, 1997 and Exhibit 12 to GTE North
Incorporated's Report on Form 10-K for year ended December 31, 1996).
23.1 - Consent of Arthur Andersen LLP is included on page II-6 of this
Registration Statement.
23.2 - Consent of William G. Mundy, Esq. (contained in opinion filed as Exhibit
5).
25 - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The First National Bank of Chicago, as trustee under the
Indenture incorporated by reference in Exhibit 4.1.
26.1 - Form of Invitation for Bids.
E-1
<PAGE>
Exhibit 1.1
GTE NORTH INCORPORATED
PURCHASE AGREEMENT
GTE North Incorporated, a Wisconsin corporation (the "Company"),
proposes to issue and sell $___,000,000 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") severally 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 (January 1998 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
<PAGE>
-2-
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.]
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 or firms designated as
the representative or representatives, as the case may be, 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 The First National Bank of Chicago, Chicago, Illinois 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 The First National Bank of Chicago, Chicago,
Illinois 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.]
<PAGE>
-3-
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.]
In witness whereof, the parties have executed this Purchase Agreement
this _____ day of __________, _____.
[Names of Purchasers or
Representative]
By: ___________________________
Title:
GTE NORTH INCORPORATED
By: ___________________________
Vice President
<PAGE>
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
<PAGE>
GTE NORTH INCORPORATED
STANDARD PURCHASE AGREEMENT PROVISIONS
(January 1998 Edition)
<PAGE>
GTE North Incorporated, a Wisconsin 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 January 1, 1994, as
amended and supplemented by the First Supplemental Indenture dated as of May 1,
1996 (as amended and supplemented, the "Indenture"), between the Company and The
First National Bank of Chicago (the "Trustee"). In a supplemental indenture to
the Indenture, a resolution of the Board of Directors of the Company or an
officers' certificate pursuant to a supplemental indenture or board resolution
specifically authorizing each new series of debentures, the Company will
designate the title of each new series of debentures, and the 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-________ relating to $550,000,000 of the
Company's debentures registered thereunder (the amount remaining unsold
thereunder, from time to time, is hereinafter referred to as the "Debentures"),
including a prospectus which 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
statement 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.
<PAGE>
-2-
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.
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 Illinois
Commerce Commission, Indiana Utility Regulatory Commission, Public Utilities
Commission of Ohio and Pennsylvania 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.
<PAGE>
-3-
(C) The Purchasers or the Representative shall have received on the
Closing Date an opinion of William G. Mundy, 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.
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 Illinois Commerce
Commission, Indiana Utility Regulatory Commission, Public Utilities Commission
of Ohio and Pennsylvania 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.
<PAGE>
-4-
(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.
(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
<PAGE>
-5-
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) there are no legal or governmental proceedings required to be
described in the Prospectus which are not described as required, (vi) 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 or any statute or any order, rule or regulation of any court or
governmental agency or body by which the Company is bound, and (vii) 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 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.
<PAGE>
-6-
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 severally 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 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
<PAGE>
-7-
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.
<PAGE>
-8-
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.
<PAGE>
Exhibit A
LETTERHEAD OF
WILLIAM G. MUNDY
Vice President-General Counsel
_____________, 199_
and the other Purchasers named in
the Purchase Agreement dated ____________,
199_, between GTE North Incorporated
and such Purchasers
Re: GTE North Incorporated
___% Debentures, Series _, Due ____
Dear Sirs:
I have been requested by GTE North Incorporated, a Wisconsin
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 Articles 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 January 1, 1994, as amended
and supplemented by the First Supplemental Indenture dated as of May 1, 1996 (as
amended and supplemented, the "Indenture"), between the Company and The First
National Bank of Chicago (the "Trustee"), under which the New Debentures are
being issued;
(c) [The Supplemental Indenture, dated as of ____, 199_ (the
"Supplemental Indenture") between the Company and the Trustee] [The resolutions
of the Board of Directors adopted _____, 199_ (the "Board Resolution")] [The
certificate, dated _____, 199_, of authorized officers of the Company pursuant
to authorization from the Board of Directors of the Company (the "Officers'
Certificate")] specifically authorizing the New Debentures, including the
issuance and sale of the New Debentures;
(d) The form of the New Debentures set forth in the [Supplemental
Indenture] [Board Resolution] [Officers' Certificate];
(e) The records of the corporate proceedings of the Company relating
to the authorization, execution and delivery of the Indenture and the
[Supplemental Indenture] [Board Resolution] [Officers' Certificate];
<PAGE>
-2-
(f) The records of the corporate proceedings of the Company relating
to the authorization, execution and delivery of the Agreement;
(g) 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. 333-______, including the form of prospectus contained therein
(unless the context shall otherwise require, the Registration Statement as
amended is 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");
(h) Statutes, permits and other documents relating to the Company's
franchises;
(i) The records of proceedings and orders issued by the Illinois
Commerce Commission, Indiana Utility Regulatory Commission, Public Utilities
Commission of Ohio and Pennsylvania Public Utility Commission authorizing the
issuance and sale of the New Debentures; and
(j) 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 Wisconsin, 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.
<PAGE>
-3-
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 Illinois Commerce Commission,
Indiana Utility Regulatory Commission, Public Utilities Commission of Ohio and
Pennsylvania 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.
8. The Registration Statement became effective on ____________, 199_,
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 the Incorporated Documents and the applicable rules and
regulations of the Securities and Exchange Commission thereunder, except that I
express no opinion as to the financial statements or other financial data
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, except that in
each case I express no opinion as to the financial statements or other financial
data contained therein.
<PAGE>
-4-
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,
William G. Mundy
Vice President-General Counsel
c: Milbank, Tweed, Hadley & McCloy
<PAGE>
Exhibit B
MILBANK, TWEED, HADLEY & McCLOY
1 Chase Manhattan Plaza
New York, New York 10005
__________, 199_
GTE NORTH INCORPORATED
$___,000,000 __% Debentures, Series _, Due ____
and the other several Purchasers
referred to in the Purchase Agreement
dated ___________________, among such
Purchasers and GTE North Incorporated
Dear Sirs:
We have been designated by GTE North 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 January 1, 1994, as amended and supplemented by
the First Supplemental Indenture dated as of May 1, 1996 (as amended and
supplemented, the "Indenture"), between the Company and The First National Bank
of Chicago (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
<PAGE>
-2-
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 Wisconsin.
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.
333-______ with respect to the New Debentures (the "Registration Statement"),
filed with the Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), became effective under the Act on ________, 199_, 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
jurisdictions in connection with the offer for sale or sale of the New
Debentures in such jurisdictions. 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
<PAGE>
-3-
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 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 States
of Wisconsin, Illinois, Indiana, Ohio, Michigan, Pennsylvania and Texas, in
reliance upon the opinion of even date herewith of William G. Mundy, Esq., Vice
President-General Counsel of the Company, the laws of the States of Wisconsin,
Illinois, Indiana, Ohio, Michigan, Pennsylvania and Texas.
<PAGE>
-4-
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
<PAGE>
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, January 1998 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
<PAGE>
-2-
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 CompanyOs ratio to earnings to fixed
charges, in each case as compared with 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.
<PAGE>
Exhibit 5
WILLIAM G. MUNDY, ESQ.
Vice President-General Counsel
GTE North Incorporated
600 Hidden Ridge
Irving, Texas 75038
(972) 718-7613
January 15, 1998
GTE North Incorporated
600 Hidden Ridge
Irving, Texas 75038
Gentlemen:
I have examined a copy of the Registration Statement of GTE North Incorporated
(the "Company") on Form S-3 under the Securities Act of 1933, as amended, and
accompanying Prospectus pertaining to the issuance and sale of $550,000,000
aggregate principal amount of its debentures (the "Debentures"). I have also
examined a copy of the Company's Articles of Incorporation, as amended, and such
corporate records and other documents as I have deemed to be requisite in the
premises. I am familiar with the proceedings taken and proposed to be taken by
you under my supervision as your counsel in connection with the proposed
authorization, issuance, and sale of the Debentures.
It is my opinion that, subject to any applicable regulatory approvals, the
Debentures, upon the issuance and sale thereof in the manner contemplated in
said Registration Statement, will be legally and validly issued and will be
binding obligations of the Company.
I hereby consent to the reference to me under the caption "Certain Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
WILLIAM G. MUNDY, ESQ.
______________________
William G. Mundy, Esq.
Vice President-General Counsel
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------------
GTE NORTH INCORPORATED
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
WISCONSIN 35-1869961
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
600 HIDDEN RIDGE
IRVING, TEXAS 75038
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
------------------------------
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
-----------------
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 8th of January, 1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /S/ RICHARD D. MANELLA
VICE PRESIDENT AND SENIOR COUNSEL
* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25,
1996 (REGISTRATION NO. 333-14201).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
January 8, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between GTE North
Incorporated and the First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /S/ RICHARD D. MANELLA
VICE PRESIDENT AND SENIOR COUNSEL
4
<PAGE>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago
Call Date: 09/30/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN -----------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- -------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin(1)...................... 0081 4,499,157 1.a.
b. Interest-bearing balances(2)............ 0071 6,967,103 1.b.
2. Securities
a. Held-to-maturity securities(from
Schedule RC-B, column A).................. 1754 0 2.a.
b. Available-for-sale securities (from
Schedule RC-B, column D).................. 1773 5,251,713 2.b.
3. Federal funds sold and securities purchased
under agreements to resell................ 1350 5,561,976 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C)....................... RCFD 2122 24,171,565 4.a.
b. LESS: Allowance for loan and lease
losses.................................... RCFD 3123 419,216 4.b.
c. LESS: Allocated transfer risk
reserve................................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and
reserve (item 4.a minus 4.b and 4.c)...... 2125 23,752,349 4.d.
5. Trading assets (from Schedule RD-D)........ 3545 6,238,805 5.
6. Premises and fixed assets (including capitalized leases) 2145 717,303 6.
7. Other real estate owned (from Schedule RC-M) 2150 7,187 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............. 2130 77,115 8.
9. Customers' liability to this bank on acceptances outstanding 2155 614,921 9.
10. Intangible assets (from Schedule RC-M)..... 2143 277,105 10.
11. Other assets (from Schedule RC-F).......... 2160 2,147,141 11.
12. Total assets (sum of items 1 through 11).. 2170 56,108,875 12.
</TABLE>
- ----------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
5
<PAGE>
Legal Title of Bank: The First National Bank of Chicago
Call Date: 09/30/97
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Page RC-2
Ste 0303
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals
of columns A and C
from Schedule RC-E, part 1)............ RCON 2200 21,496,468 13.a
(1) Noninterest-bearing(1)............. RCON 6631 8,918,843 13.a.1
(2) Interest-bearing................... RCON 6636 12,577,625 13.a.2
b. In foreign offices, Edge and
Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)..... RCFN 2200 14,164,129 13.b.
(1) Noninterest bearing................ RCFN 6631 352,399 13.b.1
(2) Interest-bearing................... RCFN 6636 13,811,730 13.b.2
14. Federal funds purchased and
securities sold under agreements
to repurchase:......................... RCFD 2800 3,894,469 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 68,268 15.a
b. Trading Liabilities(from
Schedule RC-D)........................ RCFD 3548 5,247,232 15.b
16. Other borrowed money:
a. With a remaining maturity of one
year or less........................... RCFD 2332 2,608,057 16.a
b. With a remaining maturity of more
than one year through three years...... A547 379,893 16.b
c. With a remaining maturity of more
than three years....................... A548 323,042 16.c
17. Not applicable.
18. Bank's liability on acceptance
executed and outstanding............... RCFD 2920 614,921 18
19. Subordinated notes and debentures (2).. RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G). RCFD 2930 1,222,121 20
21. Total liabilities (sum of items 13
through 20)............................ RCFD 2948 51,718,600 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related.
surplus................................ RCFD 3838 0 23
24. Common stock........................... RCFD 3230 200,858 24
25. Surplus (exclude all surplus related
to preferred stock).................... RCFD 3839 2,989,408 25
26. a. Undivided profits and capital reserves RCFD 3632 1,175,518 26.a.
b. Net unrealized holding gains
(losses) on available-for-sale
securities............................. RCFD 8434 26,750 26.b.
27. Cumulative foreign currency
translation adjustments................ RCFD 3284 (2,259) 27
28. Total equity capital (sum of items 23
through 27)............................ RCFD 3210 4,390,275 28
29. Total liabilities and equity capital
(sum of items 21 and 28)............... RCFD 3300 56,108,875 29
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external
Number
-------
auditors as of any date during 1996..............RCFD 6724.. N/A M.1
-------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
6
<PAGE>
Exhibit 26.1
GTE NORTH INCORPORATED
Invitation For Bids For the Purchase of
$____,000,000 ____% Debentures, Series _, Due____
GTE NORTH 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 Articles of Incorporation of the Company, as amended;
(c) a copy of the Indenture dated as of January 1, 1994 and the First
Supplemental Indenture dated as of May 1, 1996 (the Indenture as so supplemented
is herein called the "Indenture") under which the Debentures are to be issued,
together with the Form of New Debenture;
(d) the form of Purchase Agreement (including the Standard Purchase
Agreement Provisions (January 1998 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 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.
<PAGE>
-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) make
available 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.
<PAGE>
-3-
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
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.
<PAGE>
-4-
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 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 NORTH INCORPORATED
_________, 199_
<PAGE>
EXHIBIT A
GTE NORTH 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)
<PAGE>
-2-
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 10:15 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 203-965-4237.
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.
<PAGE>
-3-
BID:
Interest Rate ________________ %
Price to be paid to the Company
________________ %
___________________________________
(Name of Bidder)
__________________________________
(Authorized Signature)
