Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GTE NORTHWEST INCORPORATED
(Exact name of registrant as specified in its charter)
WASHINGTON 91-0466810
(State of Incorporation) (I.R.S. Employer
Identification No.)
600 Hidden Ridge, Irving, Texas 75038
(214) 718-5600
(Address and telephone number of principal executive offices)
_________
DAVID S. KAUFFMAN, ESQ. CHARLES J. SOMES,
ESQ.
GTE Service Corporation GTE Northwest
Incorporated
One Stamford Forum 600 Hidden Ridge
Stamford, Connecticut 06904 Irving, Texas 75038
(203) 965-2986 (214) 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. [ ]
_________
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 $250,000,000 100% $250,000,000
$86,206.90***
* 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.
*** As permitted by Rule 429 under the Securities Act of 1933,
as amended, the prospectus contained in the Registration
Statement also covers $100,000,000 of Debentures previously
registered and unissued (Registration Statement No. 33-
52909). The Registrant previously paid a filing fee of
$104,482.76 with such registration statement ($34,827.59 of
which is associated with the $100,000,000 of Debentures
covered by the prospectus contained in this Registration
Statement).
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.
SUBJECT TO COMPLETION, DATED APRIL 26, 1996
GTE NORTHWEST INCORPORATED
DEBENTURES
________________
GTE Northwest Incorporated (the "Company") intends to offer
from time to time up to $350,000,000 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 , 1996.
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.
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"SEC"). These reports and other information can be inspected and
copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as
well as at the following Regional Offices: Seven World Trade
Center, New York, New York 10048 and 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained
from the public reference section of the SEC at its prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K of the Company for the year
ended December 31, 1995 is incorporated herein by reference.
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 Washington. 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. The Company, together with its wholly-owned
subsidiary, GTE West Coast Incorporated, provides communication
services in the states of Washington, Oregon, Idaho and
California. The Company's principal executive offices are
located at 600 Hidden Ridge, Irving, Texas 75038, telephone
number (214) 718-5600.
USE OF PROCEEDS
The net proceeds from the offering and sale of the New
Debentures, exclusive of accrued interest, will be applied (A)
toward the repayment of short-term borrowings incurred (i) in
connection with the redemption on December 1, 1995, December 15,
1995 and December 20, 1995 of the following series of the
Company's first mortgage bonds:
-2-
<TABLE>
<CAPTION>
Original Outstanding Total
Principal
Interest Maturity Principal Amount
Premium Paid and Premium
Series Rate Date at Redemption at
Redemption at Redemption
<S> <C> <C> <C> <C> <C>
II 10.40% 10/01/13$ 13,950,000.00$ 5,045,215.59$ 18,9
95,215.59
GG 10.25% 12/01/971,999,000.00 0.00 1,999,000.00
EE 9.75% 10/15/30 75,000,000.004,560,000.0079,560,00
0.00
CC 7.75% 07/15/9850,000,000.00 430,000.00 50,430,000.00
$140,949,000.00$10,035,215.59$150,984,2
15.59
</TABLE>
and (ii) for the purpose of financing the Company's construction
program and (B) for general corporate purposes. At March 31,
1996, the Company had short-term borrowings exclusive of current
maturities of approximately $174,000,000 at an annual average
interest rate of 5.37%. The Company's construction budget is
currently estimated at approximately $189,000,000 for 1996,
approximately $38,515,000 of which has been incurred through
March 31, 1996, principally for central office equipment, outside
plant and land and buildings. The balance of the funds for the
completion of the 1996 construction program will be obtained
primarily from internal sources and short-term loans.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993(a) 1992 1991
_______ _____ _______ _____ _____
<S> <C> <C> <C> <C> <C>
Consolidated Ratios of
Earnings to Fixed Charges
(Unaudited) (b)............. 4.77 4.15 1.32 4.32 3.39
</TABLE>
___________
(a)Results for 1993 include an after-tax restructuring charge of
approximately $77,000,000 for the implementation of a re-
engineering plan and a one-time, after-tax charge of
approximately $5,100,000 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 3.46.
(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.
-3-
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 April 1, 1994, as amended and supplemented by the
First Supplemental Indenture dated as of April 15, 1996 (as
amended and supplemented, the "Indenture"), between the Company
and First Trust of California, National Association, as successor
trustee to Bank of America National Trust and Savings Association
(the "Trustee"). By resolution of the Board of Directors of the
Company specifically authorizing each new series of Debentures (a
"Board Resolution"), the Company will designate the title of each
series, aggregate principal amount, date or dates of maturity,
dates for payment and rate of interest, redemption dates, prices,
obligations and restrictions, if any, and any other terms with
respect to each such series. The following summary does not
purport to be complete and is subject in all respects to the
provisions of, and is qualified in its entirety by express
reference to, the cited Articles and Sections of the Indenture
and the form of Board Resolution, which are filed as exhibits to
the Registration Statement 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)
Maturity, Interest and Payment
Information concerning the maturity, interest rate and
payment dates of each series of the New Debentures will be
contained in a Prospectus Supplement relating to that series of
New Debentures.
Redemption Provisions, Sinking Fund and Defeasance
Each series of the New Debentures may be redeemed upon not
less than 30 days notice at the redemption prices and subject to
the conditions that will be set forth in a Board Resolution and
in a Prospectus Supplement relating to that series of New
Debentures. (ARTICLE THREE) If a sinking fund is established
with respect to any series of the New Debentures, a description
of the terms of such sinking fund will be set forth in a Board
Resolution and in a Prospectus Supplement relating to that series
of New Debentures. The Indenture provides that each series of
the New Debentures is subject to defeasance. (SECTION 11.02)
Book-Entry, Delivery and Form
If a Prospectus Supplement specifies that any series of the
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 an 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
-4-
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 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 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.
-5-
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;
(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
-6-
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)
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)
-7-
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)
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 year ended December 31, 1995, 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 the 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 Richard M. Cahill, 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.
-8-
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.
-9-
____________________________________________
_____________________________
No dealer, salesman or any other person has
been authorized to give any information or
to make any representations other than those GTE Northwest
Incorporated
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. PROSPECTUS
This Prospectus does not constitute an offer-
____________
ing 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................... 4
Experts.............................. 8
Certain Legal Matters................ 8
Plan of Distribution................. 8
____________
, 1996
____________________________________________
_____________________________
96NW:S-3:13
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......................... $ 86,206.90
2. Trustee's fees .......................... 7,200.00
3. Cost of printing......................... 25,000.00
4. Accounting fees.......................... 26,000.00
5. Rating agencies' fees.................... 148,000.00
6. Miscellaneous............................ 7,593.10
$ 300,000.00
Item 15. Indemnification of Directors and Officers.
Pursuant to Section 23B.08.500 et seq. of the Revised Code
of Washington, under the Washington Business Corporation Act (the
"WBCA"), a corporation may indemnify its directors and officers
in cases involving conduct in an individual's official capacity
against liability incurred in connection with any proceeding to
which the director or officer was or is a party or is threatened
to be made a party; provided, however, the director or officer
has acted in good faith and in a manner reasonably believed to be
in the best interests of the corporation. With respect to any
criminal proceedings, the director or officer must have had no
reasonable cause to believe that his or her conduct was unlawful.
In actions by, or in the right of, a corporation or in any
proceeding involving an improper personal benefit to a director
or officer, no indemnification is available for expenses incurred
if a director or officer is adjudged liable. Indemnification
against reasonable expenses incurred is mandatory to the extent
the director or officer is wholly successful in defense of the
proceeding. In other cases, a determination that indemnification
is permissible must be made by the court conducting the
proceeding or by the corporation acting through its shareholders,
disinterested directors or special legal counsel.
The indemnification provided as set forth above is not
exclusive and a corporation may, under the WBCA, grant additional
rights to indemnification; provided, however, that such
indemnification may not limit the liability of directors or
officers (i) for acts or omissions that involve intentional
misconduct or a knowing violation of law, (ii) for acts or
omissions believed to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of
good faith and (iii) for any transaction from which the director
or officer derived an improper personal benefit whether monetary
or otherwise.
As permitted by the WBCA, the Company's By-laws provide for
indemnifi-cation of directors and officers in accordance with the
foregoing standards, provided such persons have acted in
accordance with such standards. The Company also has insurance
policies, as permitted by the WBCA, on behalf of its directors
and officers against certain liabilities which might be incurred
by them in such capacities.
Item 16. Exhibits.
See Exhibit Index on Page E-1.
II-1
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
(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
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
25th day of April, 1996
GTE NORTHWEST INCORPORATED
(Registrant)
By: EILEEN O'NEILL ODUM
Eileen O'Neill Odum
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.
EILEEN O'NEILL ODUM )
)
Eileen O'Neill Odum President (Principal )
Executive Officer) )
)
)
)
GERALD K. DINSMORE )
)
Gerald K. Dinsmore Senior Vice President )
-Finance and )
Planning and )
Director ) April 25,
1996
(Principal Financial )
Officer) )
)
)
)
WILLIAM M. EDWARDS, III )
)
William M. Edwards, III Controller
)
(Principal Accounting )
Officer) )
II-4
THOMAS W. WHITE )
)
Thomas W. White Director )
)
)
)
RICHARD M. CAHILL )
)
Richard M. Cahill Director )
)
) April 25, 1996
)
MICHAEL B. ESSTMAN )
)
Michael B. Esstman Director )
)
)
)
JOHN C. APPEL )
)
John C. Appel Director )
II-5
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 24, 1996, included in the GTE
Northwest Incorporated Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
April 25, 1996
II-6
EXHIBIT INDEX
Exhibit
Number
1.1 - Form of Purchase Agreement, including Standard
Purchase Agreement Provisions (April 1996 Edition).
4.1 - Indenture between GTE Northwest Incorporated and Bank
of America National Trust and Savings Association, as
trustee, dated as of April 1, 1994 (incorporated by
reference to Exhibit 4.1 of GTE Northwest Incorporated's
Registration Statement on Form S-3, No. 33-52909, filed
with the Securities and Exchange Commission on March 31,
1994).
4.2 - First Supplemental Indenture between GTE Northwest
Incorporated and First Trust of California, National
Association, as trustee (as successor trustee to Bank of
America National Trust and Savings Association), dated as
of April 15, 1996.
4.3 - Form of Board Resolution under which the Debentures
being registered are to be issued.
5 - Opinion and consent of Richard M. Cahill, Esq.
12.1 - Statements re: Calculation of the Consolidated Ratio of
Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 of the GTE Northwest Incorporated's Annual
Report on Form 10-K for the year ended December 31, 1995).
23.1 - Consent of Arthur Andersen LLP is included elsewhere in
this Registration Statement.
23.2 - Consent of Richard M. Cahill, 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 First Trust of
California, National Association, as successor trustee
under the Indenture incorporated by reference in Exhibit
4.1.
26 - Form of Invitation for Bids.
E-1
96NW:S-3:20
Exhibit 1.1
GTE NORTHWEST INCORPORATED
PURCHASE AGREEMENT
GTE Northwest Incorporated, a Washington 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") agree to purchase the New Debentures at
__% of their principal amount, plus accrued interest from
______________ to the date of payment for the New Debentures and
delivery thereof. Interest on the New Debentures will be payable
semi-annually on ___________ and ___________, commencing
_________. The New Debentures will be reoffered to the public at
____% of their principal amount.
All the provisions contained in the Company's Standard
Purchase Agreement Provisions (April 1996 Edition) (the "Standard
Purchase Agreement Provisions") annexed hereto shall be deemed to
be a part of this Purchase Agreement to the same extent as if
such provisions had been set forth in full herein.
REDEMPTION PROVISIONS:
[The New Debentures will not be redeemable prior to
maturity.]
OR
[The New Debentures will not be redeemable prior to _____.
Thereafter, the New Debentures will be redeemable on not less 30
nor more than 60 days notice given as provided in the Indenture,
as a whole or in part, at the option of the Company at the
redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as
defined below plus the rate of interest on the New Debentures.
The redemption price during the twelve month period beginning
________ and during the twelve month periods beginning on each
____________ thereafter through the twelve month period ended
____________ will be determined by reducing the initial regular
redemption price by an amount determined by multiplying (a) 1/_
of the amount by which such initial regular redemption price
exceeds 100% by (b) the number of such full twelve month periods
which shall have elapsed between ___________ and the date fixed
for redemption; and thereafter the redemption prices during the
twelve month periods beginning ____________ shall be 100%;
provided, however, that all such prices will be specified to the
nearest 0.01% or if there is no nearest 0.01%, then to the next
higher 0.01%.
For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Debentures are to be initially offered for sale to the
public; if there is not a public offering of the New Debentures,
the initial public offering price of the New Debentures shall be
deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest), to be paid to the Company
by the Purchasers.]
-2-
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 of the Purchasers
(the "Representative"). The Company shall advise the
Representative not later than the business day immediately
preceding the Closing Date of its decision whether to accept
payment for the New Debentures by certified bank check or by wire
transfer and, if the Company chooses to accept payment by wire
transfer, the Company shall provide the Representative on such
date immediately preceding the Closing Date with the appropriate
wire transfer instructions.
DENOMINATION OF THE NEW DEBENTURES:
[The New Debentures shall be in the form of temporary or
definitive fully-registered New Debentures in denominations of
One Thousand Dollars ($1,000) or any integral multiple thereof,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. The Company agrees to make the New Debentures available to
the Purchasers or the Representative for inspection at the office
of First Trust of California, National Association, San
Francisco, California or The Depository Trust Company, New York,
New York, at least twenty-four hours prior to the time fixed for
the delivery of the New Debentures on the Closing Date.]
OR
[The New Debentures shall be in the form of a Global
Debenture which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the New
Debentures and shall be registered in the name of The Depository
Trust Company or its nominee. The Company agrees to make the New
Debentures available to the Purchasers or the Representative for
inspection at the office of First Trust of California, National
Association, San Francisco, California or The Depository Trust
Company, New York, New York, at least twenty-four hours prior to
the time fixed for the delivery of the New Debentures on the
Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Debentures, and therefore the provisions applicable to Reselling
Purchasers in the Standard Purchase Agreement Provisions will be
applicable.]
OR
[The Purchasers represent that they do not intend to resell
the New Debentures, and therefore the provisions applicable to
Reselling Purchasers in the Standard Purchase Agreement
Provisions will not be applicable.]
-3-
In witness whereof, the parties have executed this Purchase
Agreement this _____ day of __________, _____.
[Names of Purchasers or
Representative]
By: ___________________________
Title:
GTE NORTHWEST INCORPORATED
By: ___________________________
Vice President
-4-
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
CA:S-3:25
GTE NORTHWEST INCORPORATED
STANDARD PURCHASE AGREEMENT PROVISIONS
(April 1996 Edition)
GTE Northwest Incorporated, a Washington 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
April 1, 1994, as amended and supplemented by the First
Supplemental Indenture dated as of April 15, 1996 (as amended and
supplemented, the "Indenture"), between the Company and First
Trust of California, National Association, as successor trustee
to Bank of America National Trust and Savings Association (the
"Trustee"). By resolution of the Board of Directors of the
Company specifically authorizing each new series of debentures,
the Company will designate the title of each series, aggregate
principal amount, date or dates of maturity, dates for payment
and rate of interest, redemption dates, prices, obligations and
restrictions, if any, and any other terms with respect to each
such series.
The Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), registration statement No. 333-_____
relating to $250,000,000 of the Company's debentures registered
thereunder and $100,000,000 of the Company's debentures
registered under Registration Statement No. 33-52909 (the amount
remaining unsold thereunder, from time to time, is hereinafter
referred to as the "Debentures"), including a prospectus which,
pursuant to Rule 429 of the Act, relates to the Debentures, and
has filed with, or transmitted for filing to, the Commission (or
will promptly after the sale so file or transmit for filing) a
prospectus supplement specifically relating to a particular
series of Debentures (such particular series being hereinafter
referred to as the "New Debentures") pursuant to Rule 424(b)
under the Act ("Rule 424(b)"). The term "Registration Statement"
means the registration statements referred to herein, as amended
to the date of the Purchase Agreement. The term "Basic
Prospectus" means the prospectus relating to the Debentures
included in the Registration Statement. The term "Prospectus"
means the Basic Prospectus together with the prospectus
supplement specifically relating to the New Debentures, as filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b). As used herein, the terms "Registration Statement",
"Basic Prospectus" and "Prospectus" shall include in each case
the material, if any, incorporated by reference therein.
II. PURCHASERS' REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information
furnished in writing to the Company expressly for use with
respect to the New Debentures will not contain any untrue
statement of a material fact and will not omit any material fact
in connection with such information necessary to make such
information not misleading.
If the Purchasers advise the Company in the Purchase
Agreement that they intend to resell the New Debentures, the
Company will assist the Purchasers as hereinafter provided. The
terms of any such resale will be set forth in the Prospectus.
The provisions of Paragraphs C and D of Article VI and Articles
VIII, IX and X of this Agreement apply only to Purchasers that
have advised the Company of their intention to resell the New
Debentures ("Reselling Purchasers"). All other provisions apply
to any Purchaser including a Reselling Purchaser.
-2-
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 Washington Utilities and Transportation
Commission and the Public Utility Commission of Oregon and of
such other regulatory authorities, if any, as may have
jurisdiction over the issue and sale of the New Debentures by the
Company to the Purchasers, authorizing such issue and sale as
herein and in the Registration Statement provided, and none of
such orders shall contain any conditions inconsistent with the
provisions of this Agreement or of the Registration Statement.
(C) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Richard M. Cahill,
Esq., Vice President-General Counsel of the Company, or other
counsel to the Company satisfactory to the Purchasers and counsel
to the Purchasers, dated the Closing Date, substantially in the
form set forth in Exhibit A hereto.
(D) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Milbank, Tweed, Hadley
& McCloy, counsel for the Purchasers, dated the Closing Date,
substantially in the form set forth in Exhibit B hereto.
(E) The Purchasers or the Representative shall have
received on the Closing Date a letter from Arthur Andersen LLP,
independent public accountants for the Company, dated as of the
Closing Date, to the effect set forth in Exhibit C hereto.
-3-
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
Washington Utilities and Transportation Commission and the Public
Utility Commission of Oregon and of such other regulatory
authorities, if any, as may have jurisdiction over the issue and
sale of the New Debentures by the Company to the Purchasers.
(C) The Company shall have received on the Closing Date the
full purchase price of the New Debentures purchased hereunder.
VI. COVENANTS OF THE COMPANY
In further consideration of the agreements contained herein
of the Purchasers, the Company covenants to the several
Purchasers as follows:
(A) To furnish to the Purchasers or the Representative a
copy of the Registration Statement including materials, if any,
incorporated by reference therein and, during the period
mentioned in (C) below, to supply as many copies of the
Prospectus, any documents incorporated by reference therein and
any supplements and amendments thereto as the Purchasers or the
Representative may reasonably request. The terms "supplement"
and "amendment" or "amend" as used in this Agreement shall
include all documents filed by the Company with the Commission
subsequent to the effective date of the Registration Statement,
or the date of the Basic Prospectus, as the case may be, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which are deemed to be incorporated by reference therein.
(B) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the New Debentures,
to furnish to any Purchaser or the Representative, and to counsel
for the Purchasers, a copy of each such proposed amendment or
supplement.
The covenants in Paragraphs (C) and (D) apply only to
Reselling Purchasers:
(C) If in the period after the first date of resale of the
New Debentures during which, in the opinion of counsel for the
Reselling Purchasers, the Prospectus is required by law to be
delivered, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to make
a statement therein, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, not materially
misleading, or if it is otherwise necessary to amend or
supplement the Prospectus to comply with law, forthwith to
prepare and furnish, at its own expense (unless such amendment
shall relate to information furnished by the Purchasers or the
Representative by or on behalf of the Purchasers in writing
expressly for use in the Prospectus), to the Reselling
Purchasers, the number of copies requested by the Reselling
Purchasers or the Representative of
-4-
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 Registration Statement and the Prospectus, as amended
or supplemented, if applicable, complied or will comply in all
material respects with the Act and the applicable rules and
regulations thereunder, (iv) on the effective date of the
Registration Statement, the Registration Statement did not
contain, and as amended or supplemented, if applicable, will not
contain, any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein
not misleading, and on the date the Prospectus, or any amendment
or supplement thereto, is filed pursuant to Rule 424(b) and on
the Closing Date, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
except that these representations and warranties do not apply to
statements or omissions in the Registration Statement or the
Prospectus based upon information furnished to the Company by any
Purchaser or the Representative by or on behalf of any Purchaser
in writing expressly for use therein or to statements or
omissions in the Statement of Eligibility of the Trustee under
the Indenture, (v) the consummation of any transaction herein
contemplated will not result in a breach of any of the terms of
any agreement or instrument to which the Company is a party, and
(vi) the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended.
VIII. INDEMNIFICATION
The Company agrees to indemnify and hold harmless each
Reselling Purchaser and each person, if any, who controls such
Reselling Purchaser within the meaning of either Section 15 of
the Act or Section 20 of the
-5-
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.
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.
-6-
If the indemnification provided for in this Article VIII is
unavailable to an indemnified party under the first or second
paragraph hereof or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and
the Reselling Purchasers on the other from the offering of the
New Debentures or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company
on the one hand and of the Reselling Purchasers on the other in
connection with the statement or omission that resulted in such
losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Reselling
Purchasers on the other in connection with the offering of the
New Debentures shall be deemed to be in the same proportion as
the total net proceeds from the offering of the New Debentures
received by the Company bear to the total commissions, if any,
received by all of the Reselling Purchasers in respect thereof.
If there are no commissions allowed or paid by the Company to the
Reselling Purchasers in respect of the New Debentures, the
relative benefits received by the Reselling Purchasers in the
preceding sentence shall be the difference between the price
received by such Reselling Purchasers upon resale of the New
Debentures and the price paid for the New Debentures pursuant to
the Purchase Agreement. The relative fault of the Company on the
one hand and of the Reselling Purchasers on the other shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Reselling
Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission.
The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to
in this Article VIII shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation.
IX. SURVIVAL
The indemnity and contribution agreements contained in
Article VIII and the representations and warranties of the
Company contained in Article VII of this Agreement shall remain
operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any
Reselling Purchaser or on behalf of any Reselling Purchaser or
any persons controlling any Reselling Purchaser and (iii)
acceptance of and payment for any of the New Debentures.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date this Agreement shall
be subject to termination in the absolute discretion of the
Reselling Purchasers, by notice given to the Company, if (i)
trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a
-7-
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.
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.
96NW:S-3:31
Exhibit A
LETTERHEAD OF
RICHARD M. CAHILL
Vice President - General Counsel
_____________, 199_
and the other Purchasers named in
the Purchase Agreement dated _____,
199_, between GTE Northwest Incorporated
and such Purchasers
Re: GTE Northwest Incorporated
___% Debentures, Series _, Due ____
Dear Sirs:
I have been requested by GTE Northwest Incorporated, a
Washington 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 April 1, 1994, as
amended and supplemented by the First Supplemental Indenture
dated as of April 15, 1996 (as amended and supplemented, the
"Indenture"), between the Company and First Trust of California,
National Association, as successor trustee to Bank of America
National Trust and Savings Association (the "Trustee"), under
which the New Debentures are being issued, and the resolution of
the Board of Directors of the Company specifically authorizing
the New Debentures, including the issuance and sale of the New
Debentures (the "Board Resolution");
(c) The form of the New Debentures set forth in the Board
Resolution;
(d) The records of the corporate proceedings of the Company
relating to the authorization, execution and delivery of the
Indenture;
(e) The records of the corporate proceedings of the Company
relating to the authorization, execution and delivery of the
Agreement;
(f) The record of all proceedings taken by the Company
relating to the registration of the New Debentures under the
Securities Act of 1933, as amended (the "Act"), and qualification
of the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA"), particularly Registration Statement No. 33-
52909 and Registration Statement No. 333-_____, including the
form of prospectus contained therein (unless the context shall
otherwise require, such Registration Statements, as amended, are
hereinafter collectively 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, is hereinafter called
the "Prospectus");
-2-
(g) Statutes, permits and other documents relating to the
Company's franchises;
(h) The records of proceedings and orders issued by the
Washington Utilities and Transportation Commission and the Public
Utility Commission of Oregon authorizing the issuance and sale of
the New Debentures; and
(i) The Registration Statement, the Prospectus and all
documents filed by the Company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which are incorporated
by reference in the Prospectus (the "Incorporated Documents").
On the basis of my examination of the foregoing and of such
other documents and matters as I have deemed necessary as the
basis for the opinions hereinafter expressed, I am of the opinion
that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Washington, is a duly licensed and qualified foreign corporation
in good standing under the laws of the States of Idaho and
Oregon, and has adequate corporate power to own and operate its
properties and carry on the business in which it is now engaged.
GTE West Coast Incorporated, a wholly-owned subsidiary of the
Company, is a corporation duly incorporated under the laws of the
State of California, and has adequate corporate power to own and
operate its properties and carry on the business in which it is
now engaged. There are no other states or jurisdictions in which
the qualification or licensing of either the Company or GTE West
Coast Incorporated as a foreign corporation is necessary.
2. All legal proceedings necessary to the authorization,
issue and sale of the New Debentures to you have been taken by
the Company.
3. The Agreement has been duly and validly authorized,
executed and delivered by the Company.
4. The Indenture is in proper form, has been duly
authorized by the Company, has been duly executed by the Company
and the Trustee and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company enforceable in
accordance with its terms, except as limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors'
rights and the availability of equitable remedies. The Indenture
has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the
statements concerning them in the Registration Statement and
Prospectus and have been duly authorized and executed by the
Company and (assuming due authentication and delivery thereof by
the Trustee) have been duly issued for value by the Company and
(subject to the qualifications set forth in paragraph 4 above)
constitute legal, valid and binding obligations of the Company
enforceable in accordance with their terms and are entitled to
the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as
contemplated by the Agreement, have been duly authorized by the
Washington Utilities and Transportation Commission and the Public
Utility Commission of Oregon, 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.
-3-
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. Registration Statement No. 33-52909 became effective on
April 26, 1994 and Registration Statement No. 333-_____ became
effective on _______, 1996 and, to the best of my knowledge, no
proceedings under Section 8 of the Act looking toward the
possible issuance of a stop order with respect thereto are
pending or threatened and the Registration Statement remains in
effect on the date hereof. The Registration Statement and the
Prospectus comply as to form in all material respects with the
relevant provisions of the Act and of the Exchange Act as to
documents incorporated by reference into said Registration
Statement and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, except that I
express no opinion as to the financial statements contained
therein. The Prospectus is lawful for use for the purposes
specified in the Act in connection with the offer for sale and
sale of the New Debentures in the manner therein specified. I
have no reason to believe that the Registration Statement or the
Incorporated Documents, considered as a whole on the effective
date of the Registration Statement, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus and the
Incorporated Documents, considered as a whole on the date hereof,
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
Without my prior written consent, this opinion may not be
relied upon by any person or entity other than the addressee,
quoted in whole or in part, or otherwise referred to in any
report or document, or furnished to any other person or entity,
except that Milbank, Tweed, Hadley & McCloy may rely upon this
opinion as if this opinion were separately addressed to them.
Very truly yours,
Richard M. Cahill, Esq.
Vice President - General Counsel
cc: Milbank, Tweed, Hadley & McCloy
96NW:S-3:36
Exhibit B
MILBANK, TWEED, HADLEY & McCLOY
1 Chase Manhattan Plaza
New York, New York 10005
__________, 199_
GTE NORTHWEST INCORPORATED
$___,000,000 __% Debentures, Series _, Due ____
and the other several Purchasers
referred to in the Purchase Agreement
dated ______, 199_ among such
Purchasers and GTE Northwest Incorporated
Dear Sirs:
We have been designated by GTE Northwest 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 April
1, 1994, as amended and supplemented by the First Supplemental
Indenture dated as of April 15, 1996 (as amended and
supplemented, the "Indenture") between the Company and First
Trust of California, National Association, as successor trustee
to Bank of America National Trust and Savings Association (the
"Trustee").
We have reviewed originals, or copies certified to our
satisfaction, of such corporate records of the Company,
indentures, agreements and other instruments, certificates of
public officials and of officers and representatives of the
Company, and other documents, as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity with the original documents of all documents
submitted to us as copies, and the authenticity of the originals
of such latter documents. As to various questions of fact
material to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Company and statements contained in the Registration
Statement hereinafter mentioned.
In addition, we attended the closing held today at the
offices of GTE Service Corporation, One Stamford Forum, Stamford,
Connecticut, at which the Company caused the New Debentures to be
delivered to your representatives through the facilities of 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 Washington.
-2-
2. The Purchase Agreement has been duly authorized,
executed and delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and
binding agreement of the Company enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general
applicability affecting the enforceability of creditors' rights.
The enforceability of the Indenture is subject to the effect of
general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including without limitation
(i) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (ii) concepts
of materiality, reasonableness, good faith and fair dealing. The
Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended.
4. The New Debentures have been duly authorized and conform
as to legal matters in all substantial respects to the
description thereof contained in the Registration Statement and
Prospectus hereinafter mentioned. The New Debentures (assuming
due execution thereof by the Company and due authentication and
delivery by the Trustee) have been duly issued for value by the
Company and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of the
Company, and are entitled to the benefits afforded by the
Indenture in accordance with the terms of the Indenture and of
the New Debentures.
5. On the basis of information received by the Company from
the Securities and Exchange Commission (the "Commission")
Registration Statement No. 33-52909 and Registration Statement
333- with respect to the New Debentures (collectively, the
"Registration Statement"), filed with the Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), became
effective under the Act on April 26, 1994 and on _________, 1996,
respectively, and thereupon the Prospectus dated _________ as
supplemented by the Prospectus Supplement dated ____________
(collectively, the "Prospectus") became lawful for use for the
purposes specified in the Act, in connection with the offer for
sale and sale of the New Debentures in the manner therein
specified, subject to compliance with the provisions of
securities or Blue Sky laws of certain States in connection with
the offer for sale or sale of the New Debentures in such States.
To the best of our knowledge, the Registration Statement remains
in effect at this date.
6. The Registration Statement, as of its effective date,
and the Prospectus, as of the date hereof, together with the
documents incorporated by reference therein (the "Incorporated
Documents") (except any financial statements or other financial
data contained or incorporated by reference in the Registration
Statement, the Prospectus or such Incorporated Documents, as to
which no opinion is expressed) appear on their face to be
appropriately responsive, in all material respects relevant to
the offering of the New Debentures, to the requirements of the
Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, and the applicable rules and
regulations of the Commission thereunder.
The Registration Statement was filed on Form S-3 under the
Act and, accordingly, the Prospectus does not necessarily contain
a current description of the Company's business and affairs,
since Form S-3 provides for the incorporation by reference of
certain documents filed with the Commission which contain
descriptions as of various dates. We participated in conferences
with counsel for, and representatives of, the Company in
connection with the preparation of the Registration Statement and
Prospectus
-3-
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 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 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 Washington,
California, Idaho and Oregon in reliance upon the opinion of even
date herewith of Richard M. Cahill, Esq., Vice President-General
Counsel of the Company, the laws of the States of Washington,
California, Idaho and Oregon.
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
96NW:S-3:39
Exhibit C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for the Company
to be delivered pursuant to Article IV, paragraph (E) of the
document entitled Standard Purchase Agreement Provisions, April
1996 Edition, shall be to the effect that:
At the closing, the Purchasers shall have received such
number of copies as are necessary to provide one for each
Purchaser of a letter addressed to the Company and satisfactory
to the Purchasers or the Representative and counsel to the
Purchasers, dated as of the Closing Date and encompassing the
performance of certain procedures described in the letter as of a
date not more than five business days prior to the Closing Date
(the "Cutoff Date"), from Arthur Andersen LLP, confirming that
they are independent public accountants with respect to the
Company within the meaning of the Securities Act of 1933, as
amended (the "Act") and the applicable published rules and
regulations of the Commission thereunder, specifically Rule 2-01
of Regulation S-X, and stating in effect (1) that in their
opinion, the financial statements and schedules audited by them
and incorporated by reference in the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the Act, and the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the published rules and
regulations thereunder, (2) that although they have not audited
any financial statements of the Company as of any date or for any
period subsequent to the prior-year audit, and although they have
conducted an audit for that period, the purpose (and therefore
the scope) of the audit was to enable them to express their
opinion on the financial statements as of that date and for the
year then ended, but not on the financial statements for any
interim period within that year; therefore, they are unable to
and do not express any opinion on the unaudited condensed
consolidated balance sheet as of the latest available interim
date, and the unaudited condensed consolidated statements of
income, reinvested earnings, and cash flows for the latest
available interim period subsequent to that prior-year audit
which are included in the Prospectus and for the comparable
period of the preceding year; they have performed the procedures
specified by the American Institute of Certified Public
Accountants for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on the
latest available unaudited interim condensed consolidated
financial statements prepared by the Company, inquired of certain
officials of the Company responsible for financial and accounting
matters, and read the minutes of the Board of Directors and
shareholders of the Company, all of which procedures have been
agreed to by the Purchasers, nothing has come to their attention
which caused them to believe that: (a) any unaudited interim
condensed consolidated financial statements incorporated by
reference in the Prospectus (i) do not comply as to form in all
material respects with the applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or (ii) have not been
presented in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that
of the audited financial statements incorporated by reference in
the Prospectus; or (b) (i) as of the date of the latest available
unaudited condensed consolidated interim financial statements
prepared by the Company, there have been any changes in the
capital stock or any increase in the short-term indebtedness or
long-term debt of the Company or any decrease in net assets, in
each case as compared with the amounts shown on the latest
balance sheet incorporated by reference in the Prospectus, (ii)
for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the
-2-
specified date referred to in the preceding clause (i), there
were any decreases in operating revenues, net operating income,
net income or the Company's ratio to earnings to fixed charges,
in each case as compared with 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.
96NW:S-3:41
FIRST SUPPLEMENTAL INDENTURE, dated as of the 15th day of
April, 1996 (herein called the "First Supplemental Indenture"),
between GTE NORTHWEST INCORPORATED, a corporation duly organized
and existing under the laws of the State of Washington
(hereinafter referred to as the "Company"), and First Trust of
California, National Association, a banking association organized
and existing under the laws of the United States (hereinafter
referred to as the "Trustee") as successor trustee to Bank of
America National Trust and Savings Association under the
Indenture dated as of April 1, 1994, between the Company and the
Trustee (hereinafter referred to as the "Original Indenture").
Capitalized terms used in this First Supplemental Indenture and
not otherwise defined herein shall have the meanings set forth in
the Original Indenture.
WHEREAS, in accordance with Section 9.01(c) of the Original
Indenture, the Company and the Trustee may enter into
supplemental indentures to the Original Indenture without the
consent of the Securityholders to cure any ambiguity or to
correct or supplement any provision which may be defective or
inconsistent with the Original Indenture or any supplemental
indenture, or to make such other provisions in regard to matters
or questions arising under the Original Indenture as shall not be
inconsistent with the provisions of the Original Indenture and
not adversely affect the interests of the holders of the
Securities of any series; and
WHEREAS, the Company desires to amend the Original Indenture
in accordance with Section 9.01(c) and has determined that the
requirements of Section 9.01(c) have been satisfied and has
requested the Trustee to join with it in the execution and
delivery of this First Supplemental Indenture; all requirements
necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, have been met; and the
execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, for good and valuable consideration the
sufficiency of which is hereby recognized, the Company covenants
and agrees with the Trustee as follows:
ARTICLE ONE
AMENDMENTS TO TERMS OF THE INDENTURE
Section 1.01 Certain Definitions. The Company and Trustee
hereby amend Section 1.01 of the Original Indenture pursuant to
Section 9.01(c) of the Original Indenture to add the following
definitions in alphabetical order:
"Depository:
The term "Depository" shall mean, with respect to Securities
of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the
Securities and Exchange Act of 1934, as amended, or other
applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or
2.11."
and
"Global Security:
The term "Global Security" shall mean, with respect to any
series of Securities, a Security executed by the Company and
authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository's written instruction (if acceptable
to the Trustee) held by the Trustee as custodian for the
Depository, all in accordance with this Indenture, which shall be
registered in the name of the Depository or its nominee."
Section 1.02 Terms of the Securities. The Company and
Trustee hereby amend Section 2.01 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to add a
new paragraph (9) to read as follows:
"(9) whether the Securities of the series are issuable as a
Global Security and, in such case, the identity of the Depository
for such series; and"
and to renumber the existing paragraph (9) as paragraph (10).
Section 1.03 Regular Record Date. The Company and Trustee
hereby amend the next to last paragraph of Section 2.03 of the
Original Indenture in its entirety pursuant to Section 9.01(c) of
the Original Indenture, to read as follows:
"Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a
series of Securities with respect to any interest payment date
for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the first day of a month,
or the first day of the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the fifteenth day of a
month, whether or not such date is a business day."
Section 1.04 Exchange of Securities. The Company and
Trustee hereby amend Section 2.05 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to insert a
new paragraph at the end of Section 2.05 which reads as follows:
"The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof."
Section 1.05 Global Securities. The Company and Trustee
hereby amend Article II of the Original Indenture pursuant to
Section 9.01(c) of the Original Indenture to insert a new Section
2.11 at the end of Article II which reads as follows:
"Section 2.11 (a) If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to
be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's
-2-
written instruction or (if acceptable to the Trustee) held by the
Trustee as custodian for the Depository, and (iv) shall bear a
legend substantially to the following effect: 'Except as
otherwise provided in Section 2.11 of the Indenture, this
Security may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or
to a nominee of such successor Depository'.
(b) Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not
in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a
successor Depository for such series selected or approved by the
Company or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of
Securities notifies the Company that it is unwilling or unable to
continue as Depository for such series or if at any time the
Depository for such series shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a
successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or
becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such
series and the Company will execute, and subject to Section 2.05,
the Trustee will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such
series in exchange for such Global Securities. In addition, the
Company may at any time determine that the Securities of any
series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to
the Securities of such series. In such event the Company will
execute and subject to Section 2.05, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such series
in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in
exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security
shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security
pursuant to this Section 2.11(c) shall be registered in such
names and in such authorized denominations as the Depository,
pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depository for delivery to the
persons in whose names such Securities are so registered."
ARTICLE TWO
MISCELLANEOUS
Section 2.01 Effectiveness of Provisions. The provisions
of this First Supplemental Indenture shall be effective only with
respect to series of Securities issued after the date hereof.
Section 2.02 Execution of Supplemental Indenture. This
First Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture and, as
provided in the Original
Indenture, this First Supplemental Indenture forms a part
thereof.
-3-
Section 2.03 Conflict with Trust Indenture Act. If and to
the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such
imposed duties shall control.
Section 2.04 Successors and Assigns. All covenants and
agreements in this First Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or
not.
Section 2.05 Separability Clause. In case any one or more
of the provisions contained in this First Supplemental Indenture,
the Original Indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this First Supplemental
Indenture, the Original Indenture or of such Securities, but this
First Supplemental Indenture, the Original Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.
Section 2.06 Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Original
Indenture, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the
Securityholders (to the extent specified herein or therein), any
benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
Section 2.07 Governing Law. This First Supplemental
Indenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.
Section 2.08 Execution and Counterparts. This First
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
GTE NORTHWEST INCORPORATED
By WILLIAM M. EDWARDS, III
William M. Edwards, III
Vice President
Attest:
By J. WILMA ALY
J. Wilma Aly
Assistant Secretary
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as TRUSTEE
By FRANCINE ROCKETT
Francine Rockett
Assistant Vice President
Attest:
By KRISTIN A. BOETTGER
Kristin A. Boettger
Assistant Vice President
96NW:S-3:47
-5-
Exhibit
4.3
GTE NORTHWEST INCORPORATED
BOARD OF DIRECTORS' RESOLUTION
RESOLVED:
(1) GTE Northwest Incorporated (the "Company") shall create
and issue $___,000,000 aggregate principal amount of its
Debentures, Series _, Due ____ (the "New Debentures"), with the
terms set forth in the proposal of the purchasers and the
Indenture dated as of April 1, 1994, as amended and supplemented
by the First Supplemental Indenture dated as of April 15, 1996
(as amended and supplemented, the "Indenture"), between the
Company and First Trust of California, National Association, as
successor trustee to Bank of America National Trust and Savings
Association (the "Trustee"), to wit:
(a) The New Debentures shall mature on __________________.
(b) The New Debentures shall bear interest from
____________, 199_, until the principal thereof becomes due
and payable at the rate of _____% per annum, payable semi-
annually on ____________ and ___________ in each year
commencing __________, and any overdue principal and (to the
extent that the payment of such interest is enforceable
under applicable law) any overdue installment of interest
thereon shall bear interest at the same rate per annum; the
principal of and the interest on the New Debentures shall be
payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts, at the office or agency
of the Company in the City of San Francisco and State of
California; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the
Security Register. The regular record date with respect to
any interest payment date for the New Debentures shall mean
the ____________ or ____________, as the case may be, next
preceding such interest payment date, whether or not such
date is a business day.
(c) [The New Debentures will not be redeemable prior to
maturity.]
OR
[The New Debenture will not be redeemable prior to _______.
Thereafter, the New Debenture will be redeemable on not less
than 30 nor more than 60 days notice given as provided in
the Indenture, as a whole or in part, at the option of the
Company at the redemption price set forth below. The
"initial regular redemption price" will be the initial
public offering price as defined below plus the rate of
interest on the New Debentures. The redemption price during
the twelve month period beginning _________ and during the
twelve month periods beginning on each ____________
thereafter through the twelve month period ended ___________
will be determined by reducing the initial regular
redemption price by an amount determined by multiplying (a)
1/_ of the amount by which such initial regular redemption
price exceeds 100% by (b) the number of such full twelve
month periods which shall have elapsed between __________
and the date fixed for redemption, and thereafter the
redemption prices during the twelve month periods beginning
____________ shall be 100%; provided, however, that all such
0.01%, then to the next higher 0.01%.
-2-
For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which
the New Debentures are to be initially offered for sale to
the public; if there is not a public offering of the New
Debentures, the initial public offering price of the New
Debentures shall be deemed to be the price, expressed in
percentage of principal amount (exclusive of accrued
interest), to be paid to the Company by the Purchasers.]
(d) [The New Debentures shall be issued in definitive fully-
registered form without coupons, and the New Debentures
shall be denominated in coin or currency of the United
States, in denominations of One Thousand Dollars ($1,000) or
any integral multiple thereof.]
OR
[The New Debentures shall be issued in the form of one
or more Global Debentures which shall represent, and shall
be denominated in an amount equal to the aggregate principal
amount of, the New Debentures and shall be registered in the
name of The Depository Trust Company or its nominee.]
(e) The New Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be
substantially in the following form:
-3-
(FORM OF FACE OF DEBENTURE)
[If Debenture is a Global Debenture, insert the following:
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE,
THIS GLOBAL DEBENTURE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR
DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]
[If The Depository Trust Company is the Depository, insert the
following:
Unless this certificate is presented by an authorized
representative of the Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.]
No. _____________ $ _____________
GTE Northwest Incorporated
____% Debentures, Series _, Due ____
GTE Northwest Incorporated, a corporation duly organized and
existing under the laws of the State of Washington (herein
referred to as the "Company"), for value received, hereby
promises to pay to _______________ or registered assigns, the
principal sum of __________________ Dollars on __________________
and to pay interest on said principal sum from
__________________, or from the most recent interest payment date
to which interest has been paid or duly provided for, semi-
annually on _________ and ____________ in each year, commencing
____________, at the rate of _____% per annum until the principal
hereof shall have become due and payable, and on any overdue
principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The interest installment so
payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in the Indenture
hereinafter referred to, be paid to the person in whose name this
Debenture (or one or more Predecessor Securities, as defined in
said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be
the __________ or __________, as the case may be (whether or not
a business day), next preceding such interest payment date. Any
such interest installment not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered holder
on such regular record date, and may be paid to the person in
whose name this Debenture (or one or more Predecessor Securities)
is registered at the close of business on a special record date
to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders
of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in the Indenture hereinafter referred to. The
principal of and the interest on this Debenture shall be payable
at the office or agency of the Company maintained for that
purpose in the City of San Francisco and State
-4-
of California in any coin or currency of the United States of
America which at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of
interest may be made at the option of the Company by check mailed
to the registered holder at such address as shall appear in the
Security Register.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become
obligatory for any purpose, until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument
to be executed.
Dated _______________________
GTE NORTHWEST INCORPORATED
By __________________________
President
Attest:
By __________________________
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
First Trust of California, National Association,
as Trustee, Authenticating Agent and
Security Registrar
By __________________________
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Securities
of the Company (herein sometimes referred to as the
"Securities"), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of April 1,
-5-
1994, as amended and supplemented by the First Supplemental
Indenture dated as of April 15, 1996, duly executed and delivered
between the Company and First Trust of California, National
Association, a national banking association organized and
existing under the laws of the United States of America, as
successor trustee to Bank of America National Trust and Savings
Association, (hereinafter referred to as the "Trustee") (said
Indenture hereinafter referred to as the "Indenture"), to which
Indenture reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the
Securities. By the terms of the Indenture, the Securities are
issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture
provided. This Debenture is one of the series designated on the
face hereof (herein called the "Debentures") limited in aggregate
principal amount to $___,000,000.
[INSERT IF GLOBAL DEBENTURE - This Global Debenture shall be
exchangeable for Debentures in definitive form registered in the
names of persons other than the Depository or its nominee only if
(i) the Depository notifies the Company that it is unwilling or
unable to continue as the Depository or if at any time such
Depository is no longer registered or in good standing under the
Securities Exchange Act of 1934 or other applicable statute and a
successor depository is not appointed by the Company within 90
days or (ii) the Company executes and delivers to the Trustee an
Officer's Certificate that the Global Debenture shall be so
exchangeable. To the extent that the Global Debenture is
exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Debentures registered in such names as the
Depository shall direct.
Notwithstanding any other provision herein, the Global Debenture
may not be transferred except as a whole by the Depository to a
nominee of such Depository or by a nominee of such Depository or
by a nominee of such Depository to such Depository or another
nominee of such Depository.]
In case an Event of Default, as defined in the Indenture, with
respect to the Debentures shall have occurred and be continuing,
the principal of all of the Debentures may be declared, and upon
such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Security so affected or (ii)
reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Security then
outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the performance of any of
the covenants contained in the Indenture, or established pursuant
to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal
of, or premium, if any, or
-6-
interest on any of the Securities of such series. Any such
consent or waiver by the registered holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and
owners of this Debenture and of any Debenture issued in exchange
herefor or in place hereof (whether by registration of transfer
or otherwise), irrespective of whether or not any notation of
such consent or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Debenture at the
times and place and at the rate and in the money herein
prescribed.
The Debentures are issuable as registered Debentures without
coupons in denominations of $1,000 or any integral multiple
thereof. Debentures may be exchanged, upon presentation thereof
for that purpose, at the office or agency of the Company in the
City of San Francisco and State of California, for other
Debentures of authorized denominations, and for a like aggregate
principal amount and series, and upon payment of a sum sufficient
to cover any tax or other governmental charge in relation
thereto.
[The Debentures will not be redeemable prior to maturity.]
OR
[The Debentures may not be redeemed prior to ________________.
The Debentures may be redeemed on not less than 30 nor more than
60 days prior notice given as provided in the Indenture, as a
whole or from time to time in part, at the option of the Company,
on any date or dates on or after ______________, and prior to
maturity, at the applicable percentage of the principal amount
thereof to be redeemed as set forth below under the heading
"Redemption Price" during the respective twelve month periods
beginning ____ of the years shown below:
Year Redemption Price
____ ________________
%
together, in each case, with accrued interest to the date fixed
for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such
date shall be payable to the registered holder at the close of
business on the applicable record date).]
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the
registered holder hereof on the Security Register of the Company,
upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in the City of San Francisco
and State of California accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or
the Security Registrar duly executed by the registered holder
hereof or his attorney duly authorized in writing, and thereupon
one or more new Debentures of authorized denominations and for
the same aggregate principal amount and series will be issued to
the designated transferee or transferees. No service charge will
be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
-7-
Prior to due presentment for registration of transfer of this
Debenture the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and (subject to Section 2.03 of
the Indenture) interest due hereon and for all other purposes,
and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
[INSERT IF GLOBAL DEBENTURE - The Depository by acceptance of
this Global Debenture agrees that it will not sell, assign,
transfer or otherwise convey any beneficial interest in this
Global Debenture unless such beneficial interest is in an amount
equal to an authorized denomination for Debentures of this
series.]
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Indenture.
(2) The office of First Trust of California, National
Association is hereby designated and created as the agency of the
Company in the City of San Francisco and State of California at
which (i) both the principal and the interest on the New
Debentures are payable and notices, presentations and demands to
or upon the Company in respect of the New Debentures may be given
or made, (ii) the New Debentures may be surrendered for transfer
or exchange and transferred or exchanged in accordance with the
terms of the Indenture and (iii) books for the registration and
transfer of the New Debentures shall be kept;
(3) The office of First Trust of California, National
Association is hereby designated and created as Security
Registrar of the Company in the City of San Francisco and State
of California at which (i) the Company shall register the New
Debentures, (ii) the New Debentures may be surrendered for
transfer or exchange and transferred or exchanged in accordance
with the terms of the Indenture, and (iii) books for the
registration and transfer of the New Debentures shall be kept;
(4) The New Debentures authorized at this meeting shall be
in substantially the forms and shall have the characteristics
provided in the Indenture, and the forms of the New Debentures of
each such series set forth in these resolutions is hereby
approved and adopted;
FURTHER RESOLVED:
(1) The President or any Vice President is hereby
authorized and directed to sign a Purchase Agreement in
substantially the form of the Purchase Agreement provided as an
exhibit to the registration statement filed with respect to the
New Debentures (the "Registration Statement"), reflecting the
terms of the New Debentures approved hereby.
-8-
(2) The President or any Vice President and the Secretary
or any Assistant Secretary are hereby authorized and directed to
deliver to the Trustee a certified record of this Board
Resolution setting forth the terms of the New Debentures as
required by Section 2.01 of the Indenture.
(3) The President or any Vice President is hereby
authorized and directed to execute $____,000,000 aggregate
principal amount of New Debentures on behalf of the Company under
its corporate seal or a facsimile attested by the Secretary or
any Assistant Secretary, and the signature of the President, or
any Vice President, may be in the form of a facsimile signature
of the present or any future President or Vice President and/or
the signature of the Secretary or any Assistant Secretary in
attestation of the corporate seal may be in the form of a
facsimile signature of the present or any future Secretary or
Assistant Secretary, and should any officer who signs, or whose
facsimile signature appears upon, any of the New Debentures,
cease to be such an officer prior to their issuance, the New
Debentures so signed or bearing such facsimile signature shall
still be valid and, without prejudice to the use of the facsimile
signature of any other officer as herein above authorized, the
facsimile signature of Eileen O'Neill Odum, President, and the
facsimile signature of Charles J. Somes, Secretary, are hereby
expressly approved and adopted;
(4) The officers are hereby authorized and directed to
cause the New Debentures to be delivered to the Trustee for
authentication and delivery by it in accordance with the
provisions of the Indenture, and the Trustee is hereby authorized
and requested to authenticate the New Debentures upon compliance
by the Company with the provisions of the Indenture and to
deliver the same to or upon the written order of the President or
any Vice President, and the President or any Vice President is
hereby authorized and directed to apply to the Trustee for the
authentication and delivery of the New Debentures;
(5) The President or any Vice President and the Treasurer
or any Assistant Treasurer are hereby authorized and empowered to
endorse, in the name and on behalf of the Company, any and all
checks received in connection with the sales of the New
Debentures for application as set forth in the "Use of Proceeds"
section of the Registration Statement, or for deposit to the
account of the Company in any bank, and that any such endorsement
be sufficient to bind the Company;
(6) The officers are hereby authorized and directed to sell
to the purchasers the aggregate principal amounts of the New
Debentures at the price and upon the terms and conditions set
forth in the Purchase Agreement covering the sale of the New
Debentures; and
(7) The officers are authorized and directed to execute and
deliver all such instruments and documents, to incur on behalf of
the Company all such expenses and obligations, to make all such
payments, and to do all such other acts and things as they may
consider necessary or desirable in connection with the
accomplishment of the intent and purposes of the foregoing
resolutions.
96NW:S-3:56
Exhibit 5
RICHARD M. CAHILL, ESQ.
Vice President - General Counsel
GTE Northwest Incorporated
600 Hidden Ridge
Irving, Texas 75038
(214) 718-6304
April 24, 1996
GTE Northwest Incorporated
600 Hidden Ridge
Irving, Texas 75038
Gentlemen:
I have examined a copy of the Registration Statement of GTE
Northwest 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 $350,000,000 aggregate
principal amount of 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,
Richard M. Cahill, Esq.
Vice President - General Counsel
96NW:S-3:59
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
_______________
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
United States 94-
3160100
(State of Incorporation (I.R.S.
employer
if not a national bank) identification no.)
One California Street, Suite 400 94111
San Francisco, California (zip
code)
_____________________________
GTE NORTHWEST INCORPORATED
(Exact name of obligor as specified in its charter)
Washington 91-
0466810
(State or other jurisdiction of (I.R.S.
employer
incorporation or organization)
identification no.)
600 Hidden Ridge 75038
Irving, Texas (zip
code)
(Address and telephone number of principal executive offices)
DAVID S. KAUFFMAN, ESQ. CHARLES J.
SOMES, ESQ.
GTE Service Corporation GTE Northwest
Incorporated
One Stamford Forum 600 Hidden
Ridge
Stamford, Connecticut 06904 Irving, Texas
75038
(203) 965-2986 (214) 718-5600
(Names, addresses and telephone numbers of agents for service)
__________________________________________
DEBENTURES
(Title of the Indenture Securities)
________________________________________________________________
-2-
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 the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an
affiliate of the trustee, describe each such affiliation.
No such affiliation exists with the trustee.
See Note following Item 16.
Item 3 through Item 15 are not applicable because to the best of
the Trustee's knowledge the obligor is not in default under any
Indenture for which the Trustee acts as Trustee.
16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
Exhibit 1 - Articles of Association of First Trust of
California, National Association, dated June 5, 1992.
Incorporated herein by reference to Exhibit 1 with Form
T-1 Statement, Registration Statement No. 33-50826
Exhibit 2 - Certificate of the Comptroller of Currency as to
authority of First Trust of California, National
Association to commence the business of banking.
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-50826
Exhibit 3 - Authorization of the Comptroller of Currency
granting First Trust of California, National
Association the right to exercise corporate trust
powers. Incorporated herein by reference to Exhibit 3
filed with Form T-1 Statement, Registration Statement
No. 33-50826
Exhibit 4 - By-laws of First Trust of California, national
Association, dated June 15, 1992. Incorporated herein
by reference to Exhibit 4 filed with Form T-1
Statement, Registration Statement No. 33-50826
Exhibit 5 - Not applicable
Exhibit 6 - Consent of the First Trust of California, National
Association required by Section 321(b) of the Act.
Incorporated herein by reference to Exhibit 6 filed
with Form T-1 Statement, Registration No. 33-50826
-3-
Exhibit 7 - Report of Condition of First Trust of California,
National Association as of the close of business on
December 31, 1995,
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
The answers to this statement insofar as such answers relate
to what persons have been underwriters for any securities of this
obligor within three years prior to the date of filing this
statement, or what persons are owners of 10% or more of the
voting securities of the obligor, or affiliates, are based upon
information furnished to the trustee by the obligor. While the
trustee has no reason to doubt the accuracy of any such
information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the Trustee, First Trust of California,
National Association, 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 San Francisco and State of California, on the 26th day of
April, 1996.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION
By: FRANCINE ROCKETT
Francine Rockett
Trust Officer
-4-
EXHIBIT 6 to Form T-1
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED
April 25, 1996
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
In connection with the qualification of an indenture between
GTE Northwest Incorporated and First Trust of California,
National Association, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby
consents that 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,
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION
By: FRANCINE ROCKETT
_________________
Francine Rockett
Trust Officer
-5-
EXHIBIT 7 TO FORM T-1
CONSOLIDATED REPORT OF CONDITION
OF
FIRST BANK OF CALIFORNIA, NATIONAL ASSOCIATION
of One California Street, Suite 400 San Francisco, CA 94111
And Foreign and Domestic Subsidiaries
a member of the Federal Reserve System at the close of business
December 31, 1995, published in accordance with a call made by
the Federal Reserve Bank of the District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
STATEMENT OF RESOURCES AND LIABILITIES in
Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...
$ 32,433
Interest-bearing balances............................
0
Securities.............................................
3,317
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold...................................
0
Securities purchased under agreements to resell......
0
Loans and Lease financing receivables:
Loans and Leases, net of unearned income.............
0
Less: Allowance for loan and lease losses............
0
Less: Allocated transfer risk reserve................
0
Loans and Leases, net of unearned income,
allowance, and reserve...............................
0
Assets held in trading accounts........................
0
Premises and fixed assets (including capitalized leases)
117
Other real estate owned................................
0
Investments in unconsolidated subsidiaries and
associated companies.................................
0
Customers' liability to this bank on acceptances
outstanding..........................................
0
Intangible assets......................................
88,792
Other assets...........................................
5,290
Total assets...........................................
$129,949
-6-
STATEMENT OF RESOURCES AND LIABILITIES cont'd.
Deposits:
In domestic offices................................. $0
Noninterest-bearing................................ 0
Interest-bearing................................... 0
In foreign offices, Edge and Agreement subsidiaries,
and IBFs.............................................. 0
Noninterest-bearing................................ 0
Interest-bearing................................... 0
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased.............................
0
Securities sold under agreements to repurchase......
0
Demand notes issued to the U.S. Treasury...............
0
Other borrowed money...................................
147
Mortgage indebtedness and obligations under
capitalized leases..................................
0
Bank's liability on acceptances executed and
outstanding.........................................
0
Subordinated notes and debentures......................
0
Other liabilities......................................
7,193
__
Total liabilities......................................
7,340
Common stock...........................................
1,000
Surplus (exclude all surplus related to preferred stock)
121,200
Undivided profits and capital reserves.................
409
Less: Net unrealized loss on marketable equity
securities..........................................
Cumulative foreign currency translation adjustments....
0
Total equity capital...................................
122,609
Total liabilities and equity capital...................
$129,949
I, Merita Schollmeier, Vice President of the above-named
bank do hereby attest that this Disclosure Statement has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct
to the best of my knowledge and belief.
Merita Schollmeier
NW:S-3:65
Exhibit 26
GTE NORTHWEST INCORPORATED
Invitation For Bids For the Purchase of
$____,000,000 _____% Debentures, Series _, Due ____
GTE NORTHWEST INCORPORATED (the "Company") is inviting bids
from certain investment banks ("Invited Bidders"), each of whom
may bid either individually (a "Sole Bidder") or as part of a
group of bidders for which the Invited Bidder serves as the
representative of such group (the "Representative"), subject to
the terms and conditions stated herein, for the purchase from it
of $___,000,000 aggregate principal amount of its ____%
Debentures, Series _, Due ____ (the "Debentures").
1. Information Respecting the Company and the Debentures.
Invited Bidders may examine, at the office of the Secretary
of the Company, 600 Hidden Ridge, Irving, Texas 75038, or at the
office of GTE Service Corporation, 10th Floor, One Stamford
Forum, Stamford, Connecticut 06904 (Telephone (203) 965-2986), on
any business day between 10:00 A.M. and 4:00 P.M., the following:
(a) the Registration Statement on Form S-3 (including
the Prospectus, documents incorporated by reference and
exhibits), with respect to the Debentures;
(b) the Restated Articles of Incorporation of the
Company, as amended;
(c) a copy of the Indenture dated as of April 1, 1994
and the First Supplemental Indenture dated as of April 15,
1996 (the Indenture as so amended and supplemented is herein
called the "Indenture") under which the Debentures are to be
issued, together with the resolution of the Board of
Directors of the Company specifically authorizing the
issuance of the Debentures;
(d) the form of Purchase Agreement (including the
Standard Purchase Agreement Provisions (April 1996 Edition))
to be used in submitting bids for the purchase of the
Debentures;
(e) the form of questionnaire to be provided by each
of the bidders; and
(f) memoranda prepared by counsel to the Company with
respect to the status of the Debentures under securities or
blue sky laws of certain jurisdictions.
Copies of said documents in reasonable quantities (except
the Restated Articles of Incorporation of the Company, the
Indenture, and other exhibits to the Registration Statement) will
be supplied upon request, so long as available, to Invited
Bidders.
The Company reserves the right to amend the Registration
Statement (including exhibits thereto) and Prospectus and to
supplement the Prospectus in such manner as shall not be
unsatisfactory to Messrs. Milbank, Tweed, Hadley & McCloy. The
Company will make copies of any such amendments or supplements
available for examination at the above offices in Irving and
Stamford.
-2-
2. Information Regarding the Bidders to be Furnished to the
Company.
In the case of a bid by a group of bidders, the
Representative shall be designated and authorized as the
representative of the several bidders in such group in the
questionnaires filed by the members of the group.
In the case of a bid by a group of bidders, the
Representative shall provide to the Company in writing a list of
the names of any potential bidder in its group no later than
10:00 A.M. on the business day immediately preceding the date
scheduled for the submission of bids. No bid by a group of
bidders will be accepted by the Company if such group contains a
member to which the Company has objected prior to 5:00 P.M. on
the business day immediately preceding the date scheduled for the
submission of bids. Additional members may be added to a group of
bidders after 10:00 A.M. on the business day immediately
preceding the date scheduled for the submission of bids only with
the consent of the Company.
No bid will be considered unless the Sole Bidder, or in the
case of a group of bidders, each member of the group through the
Representative, shall have furnished to the Company, and the
Company shall have received, two signed copies of the form of
questionnaire referred to above, properly filled out by the Sole
Bidder or by each member of the group of bidders (the Company
reserving, however, the right to waive the form of the
questionnaire or any irregularity which it deems to be immaterial
in any such questionnaire and to extend either generally or in
specific instances the time for furnishing questionnaires, and
specifically reserving the right to obtain all required bidder
information by telegraph or other means of communication). Such
copies shall be furnished to the Company at the office of GTE
Service Corporation, 10th Floor, One Stamford Forum, Stamford, CT
06904, Attention: David S. Kauffman, Esq., before 5:00 P.M., New
York City time on the business day immediately preceding the date
scheduled for the submission of bids (or on such later date as
may be determined pursuant to Section 5 hereof). Notwithstanding
the furnishing of such questionnaires to the Company, any Sole
Bidder, or the Representative on behalf of a group of bidders,
thereafter may determine, without liability to the Company, not
to bid, or any of the several members of a group (other than the
Representative) may withdraw therefrom at or before the time of
submission of the bid of such group.
3. Obligations of a Representative to a Group of Bidders
In the case of a group of bidders, the Representative shall
(i) distribute to the members of the group any due diligence
materials received by it from the Company and (ii) upon the
request of any member of such group, request from the Company and
deliver to such member of the group copies of the documents
listed in Section 1 hereof.
4. Form and Contents of Bids.
Each bid shall be for the purchase of all of the Debentures.
In case the bid of a group of bidders is accepted, the
obligations of the members of the group to purchase the
respective principal amounts of Debentures indicated in the bid
shall be several and not joint. Such bidders shall act through
the Representative, who shall be empowered to bind the bidders in
the group. No bidder may submit or participate in more than one
bid.
-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
either 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.
-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, New York
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 NORTHWEST INCORPORATED
______, 199_
96NW:S-3:70
EXHIBIT A
GTE NORTHWEST 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 ______.
Thereafter, the New Debentures will be redeemable on not less
than 30 nor more than 60 days notice given as provided in the
Indenture, as a whole or in part, at the option of the Company at
the redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as
defined below plus the rate of interest on the 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
Debentures, the initial public offering price of the Debentures
shall be the price, expressed in percentage of principal amount
(exclusive of accrued interest), at which the Debentures are to
be initially offered for sale to the public; if there is not a
public offering of the Debentures, the initial public offering
price of the 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:
_____________________________
-2-
TIME AND DATE BID RECEIVED:
_____________________________________________
(to be completed by GTE Service Corporation on behalf of the
Company)
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 either 1/8% or 0.01%;
- the price (exclusive of accrued interest) to be paid to
the Company for the Debentures, which price shall not be less
than 98% and not more than 100% of the principal amount of the
Debentures, and that accrued interest on the Debentures from
_______________, to the date of payment of the Debentures and the
delivery thereof will be paid to the Company by the purchaser or
purchasers; and
- in the case of a bid by a group of bidders, the name of,
and amount to be purchased by each bidder;
o Bids must be received by 10:00 A.M., New York City time, on
____________, ____, or such later time and/or date as the Company
may specify (the "Bid Time").
o Bids shall be irrevocable for one (1) hour after the Bid Time.
o The winning bid shall be selected on the basis of the lowest
"annual cost of money" to the Company.
o Whether or not this bid is accepted by the Company, an
executed copy of this Confirmation of Bid must be sent promptly
by facsimile to GTE Service Corporation on behalf of the Company
at 203-965-2937 or 203-965-2830.
o If this bid is accepted, upon acceptance the undersigned
agrees to promptly furnish to the Company a signed copy of the
Purchase Agreement relating to the Debentures and a copy of all
information required to be included in the Prospectus relating to
the Debentures.
o Closing Date: __________________ at 10:00 A.M., New York City
time.
-3-
BID:
Interest Rate ________________ %
Price to be paid to the Company
________________ %
___________________________________
(Name of Bidder)
__________________________________
(Authorized Signature)
96NW:S-3:68
