SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1,
1993
. . . . . . .
. . .
GTE SOUTH INCORPORATED
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
(Exact name of registrant as specified in its charter)
Virginia 2-36292 56-
0656680
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
(State or other (Commission (IRS
Employer
jurisdiction of File Number)
Identification No.)
incorporation)
One Tampa City Center, Tampa, Florida 33602
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 813-224-
4011
. . . .
. . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
(Former name or former address, if changed since last
report)
GTE SOUTH INCORPORATED
FORM 8-K
ITEM OF INFORMATION
Item 2. Acquisition or Disposition of Assets
On November 1, 1993, GTE South Incorporated (the Company) in a
series of transactions exchanged its telephone plant in service,
materials and supplies and customers (representing 244,000 access
lines) in the state of Georgia for similar assets (including
38,000 access lines) in ALLTEL Corporation's (ALLTEL) Illinois
operations and $446 million in cash (the ALLTEL transaction).
This transaction was accounted for as a sale. The net sales
proceeds exceeded the book value of assets and liabilities sold
and therefore, a gain was recognized on the transaction.
On December 31, 1993, the Company sold its telephone plant in
service, materials and supplies and customers (representing
123,000 access lines) in the states of West Virginia and
Tennessee to Citizens Utilities Company for $291 million in cash
(the Citizens transaction). This transaction was accounted for
as a sale. The net sales proceeds exceeded book value and
therefore, a gain was recognized on the transaction.
The proceeds from these transactions were used to pay down $402
million of debt and pay $281 million of dividends to GTE
Corporation (GTE), the Company's parent. The remainder was
advanced to GTE and will bear interest until repaid.
Item 7 includes the (unaudited) Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 1993 and Statement of Income
for the nine-month period ended September 30, 1993 and the Pro
Forma Condensed Consolidated Statement of Income for the year
ended December 31, 1992. The income statements show the pro
forma effects of the ALLTEL and Citizens transactions as if the
transactions had taken place as of the beginning of the period.
The balance sheet shows the pro forma effects as if the
transactions took place at the balance sheet date.
To disclose the sale of significant assets, GTE South filed a
Form 8-K on January 13, 1994. At that time, the specific use of
the proceeds was not determined so the proceeds were shown as an
increase in cash. The Company has now determined the use of
proceeds for these transactions and has reflected them in these
pro forma financial statements.
<TABLE>
Item 7. Financial Statements and Exhibits
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ASSETS
As of September 30, 1993
(Thousands of Dollars)
<CAPTION>
ADJUSTMENTS
GTE ALLTEL CITIZENS
SOUTH TRANSACTION TRANSACTION PRO FORMA
CURRENT ASSETS:
<S> <C> <C> <C> <C>
Cash $ 7,004 $ -- $ -- $ 7,004
Note receivable from GTE
Corporation -- 53,442 -- 53,442
Receivables, net 196,967 -- -- 196,967
Materials and supplies,
at average cost 34,967 (5,090) (2,331) 27,546
Property held for sale 630,037 (409,767) (220,270) --
Prepayments and other 7,896 -- -- 7,896
Total current assets 876,871 (361,415) (222,601) 292,855
NET PROPERTY, PLANT
AND EQUIPMENT 1,399,837 70,970 -- 1,470,807
OTHER ASSETS 67,331 (1,600) (3,966) 61,765
TOTAL ASSETS $ 2,344,039 $(292,045) $(226,567) $ 1,825,427
</TABLE>
<TABLE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
As of September 30, 1993
(Thousands of Dollars)
<CAPTION>
ADJUSTMENTS
GTE ALLTEL CITIZENS
SOUTH TRANSACTION TRANSACTION PRO FORMA
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Short-term debt, including
current maturities $ 7,974 $ (7,870) $ (104) $ --
Long-term debt to be retired 102,900 (102,900) -- -
- -
Accounts payable 72,867 -- -- 72,867
Accrued taxes 164,785 22,045 15,068 201,898
Accrued payroll and
vacations 28,648 -- -- 28,648
Accrued dividends 21,358 -- -- 21,358
Accrued interest 16,245 -- -- 16,245
Other 45,182 -- -- 45,182
Total current liabilities 459,959 (88,725) 14,964
386,198
LONG-TERM DEBT 656,799 -- (278,413) 378,386
DEFERRED CREDITS, primarily
deferred income taxes and
investment tax credits 284,152 70,284 18,279 372,715
PREFERRED STOCK, subject to
mandatory redemption 3,225 -- -- 3,225
SHAREHOLDERS' EQUITY:
Preferred stock 412 -- -- 412
Common stock 473,400 -- -- 473,400
Other capital 1,187 -- -- 1,187
Reinvested earnings 464,905 (273,604)(a) 18,603(b) 209,904
Total shareholders' equity 939,904 (273,604) 18,603
684,903
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 2,344,039 $(292,045) $(226,567) $ 1,825,427
<FN>
(a) Represents a dividend payment of $281,000 made to GTE Corporation from the
proceeds
received net of the after-tax gain of $7,396 recognized on the transaction.
(b) Represents the after-tax gain recognized on the transaction.
</TABLE>
<TABLE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended September 30, 1993
(Thousands of Dollars)
<CAPTION>
ADJUSTMENTS
GTE ALLTEL CITIZENS
SOUTH TRANSACTION TRANSACTION PRO FORMA
<S> <C> <C> <C> <C>
Operating revenues:
Local network services $ 291,043 $ (47,857) $ (30,189) $ 212,997
Network access services 301,186 (59,054) (30,093) 212,039
Long distance services 23,659 -- (9,859) 13,800
Equipment sales and services 54,081 (6,680) (4,275)
43,126
Other 62,516 (5,786) (1,674) 55,056
732,485 (119,377) (76,090) 537,018
Operating expenses:
Cost of sales and services 155,384 (26,219) (15,551)
113,614
Depreciation and
amortization 159,364 (28,910) (17,444) 113,010
Marketing, selling, general
and administrative 230,480 (33,793) (23,776) 172,911
545,228 (88,922) (56,771) 399,535
Net operating income 187,257 (30,455) (19,319) 137,483
Other (income) deductions:
Interest expense 52,208 (7,084) (18,528) 26,596
Other income-net 211 4,022 81 4,314
Income before income taxes 134,838 (27,393) (872) 106,573
Income taxes 56,728 (8,513) (376) 47,839
Net income $ 78,110 $ (18,880) $ (496) $ 58,734
</TABLE>
<TABLE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31, 1992
(Thousands of Dollars)
<CAPTION>
ADJUSTMENTS
GTE ALLTEL CITIZENS
SOUTH TRANSACTION TRANSACTION PRO FORMA
<S> <C> <C> <C> <C>
Operating revenues:
Local network services $ 371,535 $ (60,377) $ (39,559) $ 271,599
Network access services 412,604 (78,128) (42,129) 292,347
Long distance services 47,947 -- (11,765) 36,182
Equipment sales and services 79,431 (7,997) (4,824) 66,610
Other 63,451 (7,709) (2,071) 53,671
974,968 (154,211) (100,348) 720,409
Operating expenses:
Cost of sales and services 204,825 (32,565) (25,367) 146,893
Depreciation and
amortization 206,905 (38,863) (19,617) 148,425
Marketing, selling, general
and administrative 278,666 (43,124) (29,405) 206,137
690,396 (114,552) (74,389) 501,455
Net operating income 284,572 (39,659) (25,959) 218,954
Other (income) deductions:
Interest expense 67,778 (10,541) (24,703) 32,534
Other income-net (1,711) 3,630 254 2,173
Income before income taxes 218,505 (32,748) (1,510) 184,247
Income taxes 81,251 (12,359) (577) 68,315
Net income $ 137,254 $ (20,389) $ (933) $ 115,932
</TABLE>
[TEXT]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GTE SOUTH INCORPORATED
(Registrant)
Date: February 23, 1994 WILLIAM M.
EDWARDS, III
WILLIAM M.
EDWARDS, III
Controller
(Chief Accounting
Officer)
