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RULE 424(b)(3)
REGISTRATION NO. 333-02839
[LOGO] GTE NORTHWEST INCORPORATED
DEBENTURES
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GTE Northwest Incorporated (the "Company") intends to offer from time to
time up to $175,000,000 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").
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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.
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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.
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The date of this Prospectus is May 19, 1998.
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STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "SEC"). These reports and other information can be
inspected and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at
the following Regional Offices: Seven World Trade Center, New York, New York
10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the public reference section of the SEC at its
prescribed rates. In addition, the SEC maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC. The address of this site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Annual Report on Form 10-K of the Company for the year ended
December 31, 1997;
2. The Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 1998; and
3. The Current Report on Form 8-K of the Company dated May 19, 1998.
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 (972) 718-5600.
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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 March 31, 1998 of
the following series of the Company's first mortgage bonds:
<TABLE>
<CAPTION>
TOTAL
OUTSTANDING PRINCIPAL
ORIGINAL PRINCIPAL PREMIUM AND PREMIUM
INTEREST MATURITY AMOUNT AT PAID AT AT
SERIES RATE DATE REDEMPTION REDEMPTION REDEMPTION
------ -------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
R 7.125% 6/1/99 $ 18,000,000 $ 43,200 $ 18,043,200
W 8.250 2/1/07 48,000,000 1,094,400 49,094,400
BB 8.750 4/15/16 75,000,000 2,445,000 77,445,000
------------ ---------- ------------
$141,000,000 $3,582,600 $144,582,600
============ ========== ============
</TABLE>
and (ii) for the purpose of financing the Company's construction program and
(B) for general corporate purposes. At March 31, 1998, the Company had short-
term borrowings (exclusive of current maturities and inclusive of $195,000,000
of short-term obligations expected to be refinanced on a long-term basis) of
approximately $237,015,000 at an annual average interest rate of 5.79%. The
Company's construction budget is currently estimated at approximately
$269,568,000 for 1998, approximately $67,944,000 of which has been incurred
through March 31, 1998, principally for central office equipment, outside
plant and land and buildings. The balance of the funds for the completion of
the 1998 construction program will be obtained primarily from internal sources
and short-term loans.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, 1998 ---------------------------
(UNAUDITED) 1997 1996 1995 1994 1993(a)
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<S> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of Earnings to
Fixed Charges(b)................... 6.06 7.59 6.02 4.77 4.15 1.32
</TABLE>
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(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.
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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 U.S. Bank Trust National Association (formerly known as 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 or a certificate of authorized
officers of the Company pursuant to such a resolution, the Company will
designate the title of each series, aggregate principal amount, date or dates
of maturity, dates for payment and rate of interest, redemption dates, prices,
obligations and restrictions, if any, and any other terms with respect to each
such series. The following summary does not purport to be complete and is
subject in all respects to the provisions of, and is qualified in its entirety
by express reference to, the cited Articles and Sections of the Indenture and
the form of New Debenture, which are filed as exhibits to the Registration
Statement of which this Prospectus is a part.
FORM AND EXCHANGE
Unless issued in the form of a Global Debenture as described under "Book-
Entry, Delivery and Form" below, the New Debentures are to be issued in
registered form only in denominations of $1,000 and integral multiples thereof
and will be exchangeable for New Debentures of the same series of other
denominations of a like aggregate principal amount without charge except for
reimbursement of taxes, if any. (ARTICLE TWO)
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 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
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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.
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.
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RESTRICTIONS
The New Debentures will not be secured. The Indenture provides, however,
that if the Company shall at any time mortgage or pledge any of its property,
the Company will secure the New Debentures, equally and ratably with the other
indebtedness or obligations secured by such mortgage or pledge, so long as
such other indebtedness or obligations shall be so secured. There are certain
exceptions to the foregoing, among them that the Debentures need not be
secured:
(i) in the case of (a) purchase money mortgages, (b) conditional sales
agreements or (c) mortgages existing at the time of purchase, on property
acquired after the date of the Indenture;
(ii) with respect to certain deposits or pledges to secure the
performance of bids, tenders, contracts or leases or in connection with
worker's compensation and similar matters;
(iii) with respect to mechanics' and similar liens in the ordinary course
of business;
(iv) with respect to the Company's first mortgage bonds outstanding on
the date of the Indenture, issued and secured by the Company and its
predecessors in interest under various security instruments, all of which
have been assumed by the Company (collectively, the "First Mortgage
Bonds"), and any replacement or renewal (without increase in principal
amount or extension of final maturity date) of such outstanding First
Mortgage Bonds;
(v) with respect to First Mortgage Bonds which may be issued by the
Company in connection with the consolidation or merger of the Company with
or into certain affiliates of the Company in exchange for or otherwise in
substitution for long-term senior indebtedness of any such affiliate
("Affiliate Debt") which by its terms (x) is secured by a mortgage on all
or a portion of the property of such affiliate, (y) prohibits long-term
senior secured indebtedness from being incurred by such affiliate, or a
successor thereto, unless the Affiliate Debt shall be secured equally and
ratably with such long-term senior secured indebtedness or (z) prohibits
long-term senior secured indebtedness from being incurred by such
affiliate; or
(vi) with respect to indebtedness required to be assumed by the Company
in connection with the merger or consolidation of certain affiliates of the
Company with or into the Company. (SECTION 4.05)
The Indenture does not limit the amount of debt securities which may be
issued or the amount of debt which may be incurred by the Company. (SECTION
2.01) 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)
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The Company and the Trustee may execute, without the consent of any holder
of Debentures, any supplemental indenture for certain other usual purposes
including the creation of any new series of Debentures. (SECTIONS 2.01, 9.01
and 10.01)
EVENTS OF DEFAULT
The Indenture provides that the following described events constitute
"Events of Default" with respect to each series of the Debentures thereunder:
(a) failure for 30 business days to pay interest on the Debentures of that
series when due; (b) failure to pay principal or premium, if any, on the
Debentures of that series when due, whether at maturity, upon redemption, by
declaration or otherwise, or to make any sinking fund payment with respect to
that series; (c) failure to observe or perform any other covenant (other than
those specifically relating to another series) in the Indenture for 90 days
after notice with respect thereto; or (d) certain events in bankruptcy,
insolvency or reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Debentures have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee for that
series. (SECTION 6.06) The Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of any particular series of the
Debentures may declare the principal due and payable immediately upon an Event
of Default with respect to such series, but the holders of a majority in
aggregate outstanding principal amount of such series may rescind and annul
such declaration and waive the default if the default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Debentures may, on behalf of the holders of all the Debentures
of such series, waive any past default except a default in the payment of
principal, premium, if any, or interest. (SECTION 6.06) The Company is
required to file annually with the Trustee a certificate as to whether or not
the Company is in compliance with all the conditions and covenants under the
Indenture. (SECTION 5.03)
CONCERNING THE TRUSTEE
The Trustee, prior to an Event of Default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after the
occurrence of an Event of Default, shall exercise the same degree of care as a
prudent individual would exercise in the conduct of his own affairs. (SECTION
7.01) Subject to such provision, the Trustee is under no obligation to
exercise any of the powers vested in it by the Indenture at the request of any
holders of Debentures, unless offered reasonable security or indemnity by such
security holders against the costs, expenses and liabilities which might be
incurred thereby. (SECTION 7.02) The Trustee is not required to expend or risk
its own funds or incur personal financial liability in the performance of its
duties if the Trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured to it. (SECTION 7.01)
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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, 1997, 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
William G. Mundy, Esq., Vice President-General Counsel of the Company. Certain
legal matters in connection with the New Debentures will be passed upon for
the underwriters, agents, or institutional purchasers by Milbank, Tweed,
Hadley & McCloy of New York, New York.
PLAN OF DISTRIBUTION
The Company may sell any series of the New Debentures in one or more of the
following ways: (i) to underwriters for resale to the public or to
institutional purchasers; (ii) directly to institutional purchasers; or (iii)
through Company agents to the public or to institutional purchasers. The
Prospectus Supplement with respect to each series of New Debentures will set
forth the terms of the offering of such New Debentures, including the name or
names of any underwriters or agents, the purchase price of such New Debentures
and the proceeds to the Company from such sale, any underwriting discounts or
agency fees and other items constituting underwriters' or agents'
compensation, any initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
such New Debentures may be listed.
If underwriters are used in the sale, such New Debentures will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in a Prospectus Supplement, the obligations of
the underwriters to purchase any series of New Debentures will be subject to
certain conditions precedent and the underwriters will be obligated to
purchase all such New Debentures if any are purchased. In the event of a
default of one or more of the underwriters involving not more than 10% of the
aggregate principal amount of the New Debentures offered for sale, the non-
defaulting underwriters would be required to purchase the New Debentures
agreed to be purchased by such defaulting underwriter or underwriters. In the
event of a default in excess of 10% of the aggregate principal amount of the
New Debentures, the Company may, at its option, sell less than all the New
Debentures offered.
Underwriters and agents may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribution with respect to payments which the underwriters or
agents may be required to make in respect thereof. Underwriters and agents may
be customers of, engage in transactions with, or perform services for, the
Company in the ordinary course of business.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR ANY DEALER
IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Statement of Available Information......................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 2
Use of Proceeds............................................................ 3
Consolidated Ratios of Earnings to Fixed Charges........................... 3
The New Debentures......................................................... 4
Experts.................................................................... 8
Certain Legal Matters...................................................... 8
Plan of Distribution....................................................... 8
</TABLE>
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[LOGO]GTE NORTHWEST
INCORPORATED
-----------------
PROSPECTUS
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MAY 19, 1998
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