GTE NORTH INC
424B5, 1998-11-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

                                                Filed Pursuant to Rule 424(b)(5)
                                                      Registration No. 333-63653
                                                                       333-44297
 
         Prospectus Supplement to Prospectus dated November 12, 1998.
 
                                 $250,000,000
[LOGO]                      GTE NORTH INCORPORATED
                     5.65% DEBENTURES, SERIES H, DUE 2008
 
                                --------------
 
  GTE North Incorporated will pay interest on the Series H Debentures on May
15 and November 15 of each year. The first interest payment will be made on
May 15, 1999. The Series H Debentures will mature on November 15, 2008 and are
not redeemable before maturity.
 
  The Series H Debentures are unsecured and rank equally with all of our other
senior unsecured debt. The Series H Debentures are a new issue of securities
with no established trading market. The underwriters will purchase all of the
Series H Debentures if any are purchased.
 
                                --------------
 
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                --------------
 
<TABLE>
<CAPTION>
                                                      PER SERIES H
                                                       DEBENTURE      TOTAL
                                                      ------------ ------------
<S>                                                   <C>          <C>
Initial public offering price........................     100.000% $250,000,000
Underwriting discount................................       0.650% $  1,625,000
Proceeds, before expenses, to GTE North..............      99.350% $248,375,000
</TABLE>
 
  The initial public offering price does not include accrued interest.
Interest on the Series H Debentures that will accrue from November 15, 1998 to
the date of delivery must be paid by the purchaser.
 
                                --------------
 
  The underwriters are severally underwriting the Series H Debentures being
offered. The underwriters expect to deliver the Series H Debentures in book-
entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on November 18, 1998.
 
GOLDMAN, SACHS & CO.
                  CHASE SECURITIES INC.
                                    MERRILL LYNCH & CO.
                                                          SALOMON SMITH BARNEY
 
                                --------------
 
                Prospectus Supplement dated November 12, 1998.
<PAGE>
 
ABOUT THIS PROSPECTUS SUPPLEMENT
 
You should read this prospectus supplement along with the prospectus that
follows carefully before you invest. Both documents contain important
information you should consider when making your investment decision. This
prospectus supplement contains information about the Series H Debentures and
the prospectus contains information about our Debentures generally. This
prospectus supplement may add, update or change information in the prospectus.
You should rely only on the information provided or incorporated by reference
in this prospectus supplement and the prospectus. The information in this
prospectus supplement is accurate as of November 12, 1998. We have not
authorized anyone else to provide you with different information.
 
DESCRIPTION OF THE SERIES H DEBENTURES
 
PRINCIPAL AMOUNT, MATURITY AND INTEREST
 
We are issuing $250,000,000 of Series H Debentures which will mature on
November 15, 2008. We will pay interest on the Series H Debentures on May 15 to
holders of record on the preceding May 1 and on November 15 to holders of
record on the preceding November 1. The first interest payment date is May 15,
1999. Interest accrues from November 15, 1998.
 
FORM
 
The Series H Debentures will only be issued in book-entry form.
 
REDEMPTION
 
We cannot redeem the Series H Debentures before they mature.
 
ADDITIONAL INFORMATION
 
See "DESCRIPTION OF THE DEBENTURES" in the accompanying prospectus for
additional important information about the Debentures. That information
includes:
 
 . additional information about the terms of the Debentures;
 
 . general information about the Indenture and the Trustee;
 
 .a description of certain restrictions; and
 
 . a description of events of default under the Indenture.
 
UNDERWRITING
 
The Underwriters named below have individually agreed to purchase the Series H
Debentures from us according to the terms of our purchase agreement in the
following amounts:
 
<TABLE>
<CAPTION>
                           UNDERWRITER                                AMOUNT
                           -----------                             ------------
<S>                                                                <C>
Goldman, Sachs & Co............................................... $125,002,000
Chase Securities Inc. ............................................   41,666,000
Merrill Lynch, Pierce, Fenner & Smith
 Incorporated.....................................................   41,666,000
Salomon Smith Barney Inc. ........................................   41,666,000
                                                                   ------------
Total............................................................. $250,000,000
                                                                   ============
</TABLE>
 
If all of the conditions under the purchase agreement have been met, the
Underwriters will purchase all of the Series H Debentures if any are purchased.
 
The underwriting discount is:
 
<TABLE>
  <S>                       <C>
  Per Series H Debenture...      0.65%
  Total.................... $1,625,000
</TABLE>
 
We will also pay our issuing expenses estimated at $128,636. We filed a form of
the purchase agreement with the Securities and Exchange Commission as an
exhibit to our registration statement covering the Series H Debentures.
 
The Series H Debentures sold by the Underwriters to the public will initially
be offered at the initial public offering price set forth on the cover of this
prospectus supplement. Any Series H Debentures sold by the Underwriters to
securities dealers may be sold at a discount from the initial public offering
price of up to 0.40% of the principal amount of the Series H
 
                                      S-2
<PAGE>
 
Debentures. Any such securities dealers may resell any of the Series H
Debentures purchased from the Underwriters to certain other brokers or dealers
at a discount from the initial public offering price of up to 0.25% of the
principal amount of the Series H Debentures. If all the Series H Debentures are
not sold at the initial offering price, the Underwriters may change the
offering price and the other selling terms.
 
The Series H Debentures are a new issue of securities with no established
trading market. We have been advised by the Underwriters that the Underwriters
intend to make a market in the Series H Debentures but are not obligated to do
so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Series H
Debentures.
 
In connection with the offering, the Underwriters may purchase and sell the
Series H Debentures in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the Underwriters of a greater
number of Series H Debentures than they are required to purchase in the
offering. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the
Series H Debentures while the offering is in progress.
 
The Underwriters also may impose a penalty bid. This occurs when a particular
Underwriter repays to the Underwriters a portion of the underwriting discount
received by it because the representatives have repurchased the Series H
Debentures sold by or for the account of such Underwriter in stabilizing or
short covering transactions.
 
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Series H Debentures. As a result, the price of
the Series H Debentures may be higher than the price that otherwise might exist
in the open market. If these activities are commenced, they may be discontinued
by the Underwriters at any time. These transactions may be effected in the
over-the-counter market or otherwise.
 
This prospectus supplement and the prospectus should not be considered an offer
of the Series H Debentures in states where prohibited by law. We do not intend
to list the Series H Debentures on a national securities exchange.
 
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
 
Some of the Underwriters or their affiliates have provided commercial or
investment banking services to us or our parent, GTE Corporation, and certain
of its affiliates, and may provide these services in the future. They receive
customary fees and commissions for these services.
                                      S-3
<PAGE>
 
PROSPECTUS
 
                                  $550,000,000
 
 
                 [LOGO]     GTE NORTH INCORPORATED
 
                                   DEBENTURES
 
 
              --------------------------------------------------
 
 
GTE North Incorporated intends to offer at one or more times Debentures with a
total offering price not to exceed $550,000,000. We will provide the specific
terms of these securities in supplements to this prospectus. You should read
this prospectus and the supplements carefully before you invest.
 
 
              --------------------------------------------------
 
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
 
 
                               November 12, 1998
<PAGE>
 
TABLE OF CONTENTS
 
 About this Prospectus......................................................   2
 Where You Can Find More Information........................................   2
 The Company................................................................   2
 Use of Proceeds............................................................   3
 Consolidated Ratios of Earnings
  to Fixed Charges..........................................................   3
 Description of the Debentures..............................................   3
 Experts....................................................................   7
 Certain Legal Matters......................................................   7
 Plan of Distribution.......................................................   7

 
ABOUT THIS PROSPECTUS
 
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") utilizing a "shelf" registration
process. Under this shelf process, we may, from time to time, sell the
Debentures described in this prospectus in one or more offerings with a total
offering price not to exceed $550,000,000. This prospectus provides you with a
general description of the Debentures. Each time we sell Debentures, we will
provide a prospectus supplement that will contain specific information about
the terms of that offering. The prospectus supplement may also add, update or
change information in this prospectus. The information in this prospectus is
accurate as of November 12, 1998. Please carefully read both this prospectus
and any prospectus supplement together with additional information described
under the heading "WHERE YOU CAN FIND MORE INFORMATION."
 
WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and special reports and other information with the
SEC. You may read and copy any document we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings are also available to the public over the Internet at
the SEC's web site at http://www.sec.gov.
 
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents we filed with the SEC and our
future filings with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we or any underwriters sell all of the
Debentures:
 
 . Annual Report on Form 10-K for the year ended December 31, 1997; and
 
 . Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
  September 30, 1998.
 
You may request a copy of these filings at no cost, by writing or calling us at
the following address:
 
  Treasurer
  GTE North Incorporated
  1255 Corporate Drive
  Mail Code: SVC03A01
  Irving, Texas 75038
  (972) 507-5030
 
You should rely only on the information incorporated by reference or provided
in this prospectus and any supplement. We have not authorized anyone else to
provide you with different information.
 
THE COMPANY
 
We are a wholly-owned subsidiary of GTE Corporation. We provide communication
services in the states of Illinois, Indiana, Michigan, Ohio, Pennsylvania and
Wisconsin.
 
 
                                       2
<PAGE>
 
Our principal line of business is providing communications services ranging
from local telephone service for the home and office to highly complex voice
and data services. We provide local telephone service within our franchise area
and intraLATA (Local Access Transport Area) toll service between our
facilities. We also provide intraLATA toll services between our facilities and
the facilities of other telephone companies within our LATAs. We provide
network facilities through which long distance companies offer InterLATA
service to other points in and out of the states in which we operate. We charge
these long distance companies access fees for using our network. Business and
residential customers also pay us charges to connect to our local network and
to obtain long distance service. We also earn revenue by providing billing,
collection, operator and other services to long distance companies.
 
Our principal executive offices are located at 1255 Corporate Drive, Irving,
Texas 75038, telephone (972) 507-5050.
 
USE OF PROCEEDS
 
We will use the net proceeds from the sale of the Debentures:
 
 . to repay short-term borrowings used to redeem early the following series of
  our first mortgage bonds on March 31, 1998:
 
<TABLE>
<CAPTION>
INTEREST             ORIGINALLY              PRINCIPAL                  CALL
  RATE                  DUE                     PAID                  PREMIUM
- --------             ----------             ------------             ----------
<S>                  <C>                    <C>                      <C>
7.125%                02/01/01              $ 14,973,000             $   76,362
7.500%                11/01/01                18,000,000                140,400
7.625%                05/01/03                20,000,000                274,000
7.750%                06/01/03                24,987,000                322,332
7.750%                06/01/08                 3,753,750                 56,306
8.000%                03/01/07                 7,800,000                172,380
8.250%                04/01/07                 7,040,000                180,224
8.750%                12/15/26                45,000,000              2,335,500
                                            ------------             ----------
                                            $141,553,750             $3,557,504
                                            ============             ==========
</TABLE>
 
 . to repay short-term borrowings used to finance our construction program; and
 
 . for general corporate purposes.
 
At September 30, 1998, our short-term borrowings (not including current
maturities, but including $150,000,000 of short-term borrowings we expect to
refinance on a long-term basis) were approximately $419,822,000 at an average
annual interest rate of 5.54%. Our construction budget is currently estimated
at $710,269,000 for 1998. Approximately $532,231,000 of that amount has been
spent through September 30, 1998 on central office equipment, outside plant and
land and buildings. Internal sources and short-term loans will provide the
funds needed to complete the 1998 construction program.
 
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
 
Our consolidated ratios of earnings to fixed charges for the periods indicated
are as follows:
 
               
 NINE MONTHS   
    ENDED      
SEPTEMBER  30,    YEARS ENDED DECEMBER 31,
     1998       ----------------------------
 (UNAUDITED)    1997  1996  1995  1994  1993
- --------------  ----  ----  ----  ----  ---- 
     7.57       9.35  7.76  6.97  7.24  2.03*
 
- --------
* 1993 results include an after-tax restructuring charge of approximately
 $230,800,000 to implement 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, this ratio would have been 4.83.
 
For these ratios, "earnings" have been calculated by adding income taxes and
fixed charges to income before extraordinary charges, and "fixed charges"
include interest expense and the portion of rentals representing interest.
 
DESCRIPTION OF THE DEBENTURES
 
GENERAL
 
We will issue the Debentures under an Indenture between us and the Trustee, The
First National Bank of Chicago, dated as of January 1, 1994, and supplemented
as of May 1, 1996.
 
                                       3
<PAGE>
 
We have summarized selected provisions of the Indenture below. This is a
summary and is not complete. It does not describe certain exceptions and
qualifications contained in the Indenture or the Debentures. You should read
the Indenture and the form of the Debentures we filed as exhibits to the
registration statement for the Debentures for provisions that may be important
to you. In the summary below, we have included references to article and
section numbers of the Indenture so that you can easily locate these
provisions. Capitalized terms used in the summary have the meanings specified
in the Indenture.
 
The Debentures will be unsecured and will rank equally with all our senior
unsecured debt. The Debentures may be issued up to the principal amount that
may be authorized by us. The Indenture does not limit the amount of Debentures
that may be issued and each series of Debentures may differ as to its terms.
 
A supplement to the Indenture, Board Resolution or Officers' Certificate may
designate the specific terms relating to any new series of Debentures. (ARTICLE
TWO) These terms will be described in a prospectus supplement and will include
the following:
 
 . title of the series;
 
 . total principal amount of the series;
 
 . maturity date or dates;
 
 . interest rate and interest payment dates;
 
 . any redemption dates, prices, obligations and restrictions; and
 
 . any other terms of the series.
 
FORM AND EXCHANGE
 
The Debentures will be denominated in U.S. dollars and we will pay principal,
interest and any premium in U.S. dollars. We will normally issue the Debentures
in book-entry only form, which means that they will be represented by one or
more permanent global certificates registered in the name of The Depository
Trust Company, New York, New York ("DTC"), or its nominee. We will refer to
this form here and in the prospectus supplement as "book-entry only."
 
Alternatively, we may issue the Debentures in certificated form registered in
the name of the Debenture holder. Under these circumstances, holders may
receive certificates representing the Debentures. Debentures in certificated
form will be issued only in increments of $1,000 and will be exchangeable
without charge except for reimbursement of taxes, if any. We will refer to this
form in the prospectus supplement as "certificated." (ARTICLE TWO)
 
BOOK-ENTRY ONLY PROCEDURES
 
The following discussion pertains to Debentures that are issued in book-entry
only form.
 
One or more global securities would be issued to DTC or its nominee. DTC would
keep a computerized record of its participants (for example, your broker) whose
clients have purchased the securities. The participant would then keep a record
of its clients who purchased the securities. A global security may not be
transferred, except that DTC, its nominees and their successors may transfer an
entire global security to one another.
 
Under book-entry only, we will not issue certificates to individual holders of
the Debentures. Beneficial interests in global securities will be shown on, and
transfers of global securities will be made only through, records maintained by
DTC and its participants.
 
DTC has provided us with the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also facilitates the settlement among Direct Participants of
 
                                       4
<PAGE>
 
securities transactions, such as transfers and pledges, in deposited
securities through computerized records for Direct Participants' accounts.
This eliminates the need to exchange certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations.
 
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a Direct
Participant. The rules that apply to DTC and its participants are on file with
the SEC.
 
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
 
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we and the Trustee will have no direct responsibility
or liability to pay amounts due on the securities to owners of beneficial
interests in the global securities.
 
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date
according to their respective holdings of beneficial interests in the global
securities as shown on DTC's records. In addition, it is DTC's current
practice to assign any consenting or voting rights to Direct Participants
whose accounts are credited with securities on a record date, by using an
omnibus proxy. Payments by participants to owners of beneficial interests in
the global securities, and voting by participants, will be governed by the
customary practices between the participants and owners of beneficial
interests, as is the case with securities held for the account of customers
registered in "street name." However, these payments will be the
responsibility of the participants and not of DTC, the Trustee, or us.
 
Debentures represented by a global security would be exchangeable for
Debenture certificates with the same terms in authorized denominations only
if:
 
 . DTC notifies us that it is unwilling or unable to continue as depository or
  if DTC ceases to be a clearing agency registered under applicable law and a
  successor depository is not appointed by us within 90 days; or
 
 . we instruct the Trustee that the global security is now exchangeable.
 
REDEMPTION PROVISIONS, SINKING FUND AND DEFEASANCE
 
We may redeem some or all of the Debentures at our option subject to the
conditions stated in the prospectus supplement relating to that series of
Debentures. (ARTICLE THREE) If a series of Debentures is subject to a sinking
fund, the prospectus supplement will describe those terms.
 
The Indenture permits us to discharge or "defease" certain of our obligations
on any series of Debentures at any time. We may defease by depositing with the
Trustee sufficient cash or government securities to pay all sums due on that
series of Debentures. (SECTION 11.02)
 
RESTRICTIONS
 
The Debentures will not be secured. However, if we at any time incur other
debt or obligations secured by a mortgage or pledge on any of our property,
the Indenture requires us to secure the Debentures equally with the other debt
or obligations for as long as the other debt or obligations remain secured.
Exceptions to this requirement include the following:
 
 . purchase money mortgages, conditional sales agreements or pre-existing
  mortgages on property acquired after January 1, 1994;
 
 . certain deposits or pledges to secure the performance of bids, tenders,
  contracts or leases or in connection with worker's compensation and similar
  matters;
 
                                       5
<PAGE>
 
 . mechanics' and similar liens created in the ordinary course of business;
 
 . our first mortgage bonds outstanding on January 1, 1994, issued and secured
  by us and our predecessors, and any replacement or renewals of these first
  mortgage bonds which do not increase their amount or extend their final
  maturity dates;
 
 . first mortgage bonds which we may issue in connection with our consolidation
  or merger with or into our affiliates in exchange or substitution for the
  long-term senior debt of those affiliates; or
 
 . debt that we are required to assume in connection with the merger or
  consolidation with or into us of certain of our affiliates. (SECTION 4.05)
 
We may issue or assume an unlimited amount of debt under the Indenture. As a
result, the Indenture does not prevent us from significantly increasing our
unsecured debt levels, which may negatively affect the resale value of the
Debentures. (SECTION 2.01) However, the issuance of most of our debt
securities, including the Debentures, does require state regulatory approval,
which may or may not be granted. It is unlikely that we or our management would
initiate or support a leveraged buyout, because all of our common stock is
owned by GTE Corporation, which has no current intention of selling its
ownership in us.
 
CHANGES TO THE INDENTURE
 
The Indenture may be changed with the consent of holders owning more that 50%
in principal amount of the outstanding Debentures of each series affected by
the change. However, we may not change your principal or interest payment
terms, or the percentage required to change other terms of the Indenture,
without your consent, as well as the consent of others similarly affected.
(SECTION 9.02)
 
We may enter into supplemental indentures for other specified purposes,
including the creation of any new series of Debentures, without the consent of
any holder of Debentures. (SECTIONS 2.01, 9.01 and 10.01)
 
CONSOLIDATION, MERGER OR SALE
 
We may not merge with another company or sell or transfer all or substantially
all of our property to another company unless:
 
 . we are the continuing corporation; or
 
 . the successor corporation expressly assumes:
 
  --payment of principal, interest and any premium on the Debentures; and
 
  --performance and observance of all covenants and conditions in the
    Indenture.
 
(SECTION 10.01 and 10.02)
 
EVENTS OF DEFAULT
 
"Event of Default" means, with respect to any series of Debentures, any of the
following:
 
 . failure to pay interest on that series of Debentures for 30 business days
  after payment is due;
 
 . failure to pay principal or any premium on that series of Debentures when
  due;
 
 . failure to perform any other covenant relating to that series of Debentures
  for 90 days after we are given written notice; or
 
 . certain events in bankruptcy, insolvency or reorganization.
 
An Event of Default for a particular series of Debentures does not necessarily
impact any other series of Debentures issued under the Indenture. (SECTION
6.01)
 
If an Event of Default for any series of Debentures occurs and continues, the
Trustee or the holders of at least 25% of the principal amount of the
Debentures of the series may declare the entire principal of all the Debentures
of that series to be due and payable immediately. If this happens, subject to
certain
                                       6
<PAGE>
 
conditions, the holders of a majority of the principal amount of the Debentures
of that series can rescind the declaration if we have deposited with the
Trustee a sum sufficient to pay all matured installments of interest, principal
and any premium. (SECTION 6.01)
 
The holders of more that 50% of the principal amount of any series of the
Debentures may, on behalf of the holders of all the Debentures of that series,
control any proceedings resulting from an Event of Default or waive any past
default except a default in the payment of principal, interest or any premium.
(SECTION 6.06) We are required to file an annual certificate with the Trustee
stating whether we are in compliance with all the conditions and covenants
under the Indenture. (SECTION 5.03)

 
CONCERNING THE TRUSTEE
 
Within 90 days after a default occurs, the Trustee must notify the holders of
the Debentures of the series of all defaults known to the Trustee if we have
not remedied them (default is defined for this purpose to include the Events of
Default specified above absent any grace periods or notice). The Trustee may
withhold notice to the holders of such Debentures of any default (except in the
payment of principal, interest or any premium) if it in good faith believes
that withholding this notice is in the interest of the holders. (SECTION 6.07)
 
Prior to an Event of Default, the Trustee is required to perform only the
specific duties stated in the Indenture and, after an Event of Default, must
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. (SECTION 7.01) The Trustee is not required
to take any action permitted by the Indenture at the request of any holders of
Debentures, unless those holders protect the Trustee against costs, expenses
and liabilities. (SECTION 7.02) The Trustee is not required to spend its own
funds or become financially liable when performing its duties if it reasonably
believes that it will not be adequately protected financially. (SECTION 7.01)
 
The First National Bank of Chicago serves as trustee under our first mortgage
bond indenture. GTE Corporation, our parent, has commercial banking
relationships with The First National Bank of Chicago.
 

EXPERTS
 
Arthur Andersen LLP, independent public accountants, audited our consolidated
financial statements and schedules incorporated by reference in this prospectus.
We have relied on Arthur Andersen LLP as experts in accounting and auditing in
giving the report. Arthur Andersen LLP's report on our consolidated financial
statements, schedule and exhibit included in our most recent Form 10-K 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 consolidated financial
statements.
 

CERTAIN LEGAL MATTERS
 
William G. Mundy, Esq., our Vice President-General Counsel, or his successor,
will issue an opinion about the validity of the Debentures for us. Milbank,
Tweed, Hadley & McCloy of New York, New York will issue an opinion on certain
legal matters for the agents or underwriters.
 

PLAN OF DISTRIBUTION
 
We may sell any series of Debentures:
 
 . through underwriters or dealers;
 
 . through agents; or
 
 . directly to one or more purchasers.
 
The prospectus supplement will include:
 
 . the initial public offering price;
 
 . the names of any underwriters, dealers or agents;
 
 . the purchase price of the Debentures;
 
 . our proceeds from the sale of the Debentures;
 
 . any underwriting discounts or agency fees and other underwriters' or agents'
  compensation; and
 
 . any discounts or concessions allowed or reallowed or paid to dealers.
 
                                       7
  
<PAGE>
 
If underwriters are used in the sale, they will buy the Debentures for their
own account. The underwriters may then resell the Debentures in one or more
transactions, at any time or times, at a fixed public offering price or at
varying prices.
 
This prospectus should not be considered an offer of the Debentures in states
where prohibited by law.
 
If there is a default by one or more of the underwriters affecting 10% or less
of the total principal amount of Debentures offered, the non-defaulting
underwriters must purchase the Debentures agreed to be purchased by the
defaulting underwriters. If the default affects more than 10% of the total
principal amount of the Debentures, we may, at our option, sell less than all
the Debentures offered.
 
Underwriters and agents that participate in the distribution of the Debentures
may be underwriters as defined in the Securities Act of 1933. Any discounts or
commissions that we pay them and any profit they receive when they resell the
Debentures may be treated as underwriting discounts and commissions under that
Act. We may have agreements with underwriters, dealers and agents to indemnify
them against certain civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute with respect to payments which they
may be required to make.
 
Underwriters and agents may be our customers or may engage in transactions with
us or perform services for us in the ordinary course of business.
 
                                       8
<PAGE>
 
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 No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus supplement and the
prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement and the prospectus is an offer to
sell only the Series H Debentures, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus supplement and the prospectus is current only as of their
respective dates.
 
                                 ------------
 
 
                               TABLE OF CONTENTS
 
                             PROSPECTUS SUPPLEMENT
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
About this Prospectus Supplement........................................... S-2
Description of the Series H Debentures..................................... S-2
Underwriting............................................................... S-2
 
                                  PROSPECTUS
 
About this Prospectus......................................................   2
Where You Can Find More Information........................................   2
The Company................................................................   2
Use of Proceeds............................................................   3
Consolidated Ratios of Earnings to Fixed Charges...........................   3
Description of the Debentures..............................................   3
Experts....................................................................   7
Certain Legal Matters......................................................   7
Plan of Distribution.......................................................   7
</TABLE>
 
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                                 $250,000,000
 
        [LOGO]             GTE NORTH INCORPORATED
 
                     5.65% DEBENTURES, SERIES H, DUE 2008
                                 ------------
 
                             PROSPECTUS SUPPLEMENT
 
                                 ------------
 
                             GOLDMAN, SACHS & CO.
                             CHASE SECURITIES INC.
                              MERRILL LYNCH & CO.
                             SALOMON SMITH BARNEY
 
 
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