<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 5, 1996)
RULE 424 (b)(2)
FILE NOS. 33-65011
AND 33-54167
$250,000,000
[LOGO] GTE SOUTH INCORPORATED
7 1/2% DEBENTURES, SERIES D, DUE 2026
INTEREST PAYABLE MARCH 15 AND SEPTEMBER 15
----------------
Interest on the 7 1/2% Debentures, Series D, Due 2026 (the "New Debentures")
is payable semi-annually on March 15 and September 15, commencing September 15,
1996. The New Debentures will not be redeemable prior to March 15, 2006. The
New Debentures will be redeemable at the option of GTE South Incorporated (the
"Company"), as a whole or in part, on or after March 15, 2006 at the redemption
prices set forth herein. See "Supplemental Description of New Debentures."
----------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions (2) Company (1) (3)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture.................... 98.705% .439% 98.266%
- --------------------------------------------------------------------------------------------
Total............................ $246,762,500 $1,097,500 $245,665,000
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Plus accrued interest from March 15, 1996.
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(3) Before deducting expenses estimated at $159,000 which are payable by the
Company.
----------------
The New Debentures are offered by the Underwriter, subject to prior sale,
when, as and if delivered to and accepted by the Underwriter, and subject to
its right to reject orders in whole or in part. It is expected that delivery of
the New Debentures will be made in New York City on or about March 22, 1996.
----------------
PAINEWEBBER INCORPORATED
----------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 19, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW DEBENTURES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
SUPPLEMENTAL DESCRIPTION OF NEW DEBENTURES
The following description of specific terms of the New Debentures offered
hereby supplements and should be read in conjunction with the description of
the general terms and provisions of the New Debentures set forth in the
accompanying Prospectus under the caption "The New Debentures." The following
description does not purport to be complete and is qualified in its entirety by
reference to the description in the accompanying Prospectus and the Indenture,
dated as of May 1, 1994 (the "Indenture"), between the Company and The Bank of
New York, as successor trustee to NationsBank of Georgia, National Association.
PRINCIPAL AMOUNT, MATURITY AND INTEREST
The New Debentures will be limited to $250,000,000 aggregate principal amount
and will mature on March 15, 2026. Interest on the New Debentures will be
payable semi-annually on March 15 and September 15, commencing September 15,
1996, to the persons in whose names the New Debentures are registered at the
close of business on the March 1 or September 1, as the case may be, next
preceding such interest payment date, subject to certain exceptions provided
for in the Indenture.
REDEMPTION
The New Debentures will not be redeemable prior to March 15, 2006. The New
Debentures will be redeemable at the option of the Company, as a whole or in
part, at any time on or after March 15, 2006 and prior to maturity, upon not
less than 30 nor more than 60 days notice, at the respective redemption prices
(expressed in percentage of the principal amount to be redeemed) during the
twelve-month periods commencing on March 15 of the years indicated:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ---- ----------
<S> <C>
2006.................... 103.10%
2007.................... 102.79%
2008.................... 102.48%
2009.................... 102.17%
2010.................... 101.86%
2011.................... 101.55%
2012.................... 101.24%
2013.................... 100.93%
2014.................... 100.62%
2015.................... 100.31%
</TABLE>
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ---- ----------
<S> <C>
2016.................... 100.00%
2017.................... 100.00%
2018.................... 100.00%
2019.................... 100.00%
2020.................... 100.00%
2021.................... 100.00%
2022.................... 100.00%
2023.................... 100.00%
2024.................... 100.00%
2025.................... 100.00%
</TABLE>
in each case, together with accrued interest to the redemption date.
S-2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of the Company for the year ended
December 31, 1995 was 6.06.
UNDERWRITING
PaineWebber Incorporated (the "Underwriter") has entered into a Purchase
Agreement dated March 19, 1996 (the "Purchase Agreement") with the Company
whereby it has agreed to purchase all of the New Debentures from the Company,
subject to the terms and conditions of the Purchase Agreement, the form of
which is filed as an exhibit to the Registration Statement.
The New Debentures are offered subject to prior sale, when, as and if issued
by the Company and accepted by the Underwriter, at the initial offering price
set forth on the cover page of the Prospectus Supplement and to certain dealers
at such price less a concession not exceeding .40 of 1% of the principal amount
of the New Debentures. The Underwriter and dealers may reallow to other dealers
a concession not exceeding .25 of 1% of the principal amount of the New
Debentures. After the initial public offering, the public offering price and
concessions to dealers may be changed.
The New Debentures are a new issue of securities with no established trading
market. The Underwriter has advised the Company that it intends to make a
market in the New Debentures but is not obligated to do so and may discontinue
such market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the New Debentures.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
Richard W. Jones, a Business Consultant for PaineWebber Incorporated, is a
Director of GTE Corporation, the parent of the Company.
S-3
<PAGE>
[LOGO] GTE SOUTH INCORPORATED
DEBENTURES
----------------
GTE South Incorporated (the "Company") intends to offer from time to time up
to $600,000,000 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 ("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 January 5, 1996.
<PAGE>
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "SEC"). These reports and other information can be inspected
and copied at the public reference facilities maintained by the SEC at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the
following Regional Offices: Seven World Trade Center, New York, New York 10048
and 500 West Madison Street, Chicago, Illinois 60661. Copies of such material
can be obtained from the public reference section of the SEC at its prescribed
rates.
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, 1994;
2. The Quarterly Reports on Form 10-Q of the Company for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995; and
3. The Current Reports on Form 8-K of the Company dated September 28,
1995 and November 9, 1995.
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 was incorporated in the State of Virginia on July 29, 1947. The
Company is a wholly-owned subsidiary of GTE Corporation ("GTE") and provides
communications services in the States of Alabama, Illinois, Kentucky, North
Carolina, South Carolina and Virginia. The Company's principal executive
offices are located at 600 Hidden Ridge, Irving, Texas 75038, telephone number
(214) 718-5600.
RECENT DEVELOPMENTS
On November 9, 1995, the Company announced through its parent, GTE, that in
response to recently enacted and pending legislation and the increasingly
competitive environment in which the Company expects to operate, effective
January 1, 1996, the Company is discontinuing the use of accounting practices
appropriate to regulated enterprises. As a result of this decision, the Company
will record a non-cash, extraordinary charge of approximately $509.9 million
after taxes during the fourth quarter of 1995. This charge, which is based on
the results of a comprehensive study of the economic lives of the Company's
telephone plant and equipment, will have no effect on the Company's customers
or its liquidity and capital resources.
2
<PAGE>
The Company has traditionally followed the accounting for regulated
enterprises prescribed by Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS No. 71").
In general, SFAS No. 71 required the Company to depreciate its plant and
equipment over regulator approved lives which may extend beyond the assets'
actual economic lives. SFAS No. 71 also required the deferral of certain costs
based upon approvals received from regulators to recover such costs in the
future. As a result of these requirements, the recorded net book value of
certain assets and liabilities, primarily telephone plant and equipment, was
higher than that which would otherwise have been recorded.
The charge will primarily represent an adjustment to the net book value of
the fixed assets of the Company, through an increase in accumulated
depreciation, and is not expected to have a significant effect on depreciation
expense of existing plant and equipment or earnings over the next several
years. The income statement effect of this change in accounting will be
reflected in the Company's statements of income as an extraordinary charge,
net of tax, under the provisions of Statement of Financial Accounting
Standards No. 101, "Regulated Enterprises-Accounting for the Discontinuation
of Application of FASB Statement No. 71."
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 to be incurred (i) in connection with the redemption on December
15, 1995 and December 29, 1995 of the following series of the Company's first
mortgage bonds (except as noted below):
<TABLE>
<CAPTION>
ORIGINAL OUTSTANDING PREMIUM TOTAL PRINCIPAL
INTEREST MATURITY PRINCIPAL AMOUNT PAID AT AND PREMIUM
SERIES RATE DATE AT REDEMPTION REDEMPTION AT REDEMPTION
- ------ -------- -------- ---------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
GG 9.375% 6/15/30 $125,000,000 $ 6,475,000 $131,475,000
FF 9.000% 9/15/29 100,000,000 5,200,000 105,200,000
PP* 9.875% 9/30/09 8,800,000 390,280 9,190,280
OO* 8.625% 12/15/02 2,800,000 60,452 2,860,452
U* 8.500% 6/01/01 1,204,000 17,639 1,221,639
GG* 8.375% 12/30/01 1,560,000 23,400 1,583,400
JJ* 8.375% 2/15/04 1,850,000 42,828 1,892,828
FF* 8.000% 6/30/99 1,925,000 -0- 1,925,000
II* 8.000% 9/30/98 2,380,000 15,851 2,395,851
Note** 9.500% 3/01/10 2,648,000 545,232 3,193,232
------------ ----------- ------------
$248,167,000 $12,770,682 $260,937,682
</TABLE>
- --------
* Formerly first mortgage bonds of Contel of Virginia, Inc., which was merged
into the Company in 1994.
** Formerly unsecured note of Contel of South Carolina, Inc., which was merged
into the Company in 1994.
and (ii) for the purpose of financing the Company's construction program, and
(B) for general corporate purposes. At November 30, 1995, the Company had
short-term borrowings, exclusive of current maturities, of approximately
$77,600,000 at an annual average interest rate of 5.76%. The Company's
construction budget is currently estimated at approximately $253,000,000 for
1995 of which approximately $220,000,000 has been incurred through November
30, 1995, principally for central office equipment, outside plant and land and
buildings. The balance of the funds for the completion of the 1995
construction programs will be obtained primarily from internal sources and
short-term borrowings.
3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEARS ENDED DECEMBER 31,
SEPTEMBER 30, ---------------------------
1995 1994 1993(a) 1992 1991 1990
------------- ---- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges (Unaudited)(b)............... 6.30 4.12 2.86 4.03 3.35 3.44
</TABLE>
- --------
(a) Results for 1993 include an after-tax restructuring charge of approximately
$100,000,000 for the implementation of a re-engineering plan and a one-
time, after-tax charge of approximately $6,000,000 related to the enhanced
early retirement and voluntary separation programs offered to eligible
employees in 1993. Excluding these items, the ratio of earnings to fixed
charges for the year ended December 31, 1993 would have been 4.59.
(b) Computed as follows: (1) "earnings" have been calculated by adding income
taxes and fixed charges to income before extraordinary charge; (2) "fixed
charges" include interest expense and the portion of rentals representing
interest.
THE NEW DEBENTURES
The New Debentures are to be issued as one or more series of the Company's
debentures (the "Debentures") under an Indenture, dated as of May 1, 1994 (the
"Indenture"), between the Company and The Bank of New York, as successor
trustee to NationsBank of Georgia, National 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.
FORM AND EXCHANGE
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)
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
4
<PAGE>
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)
5
<PAGE>
The Company and the Trustee may execute, without the consent of any holder of
Debentures, any supplemental indenture for certain other usual purposes
including the creation of any new series of Debentures. (SECTIONS 2.01, 9.01
and 10.01)
EVENTS OF DEFAULT
The Indenture provides that the following described events constitute "Events
of Default" with respect to each series of the Debentures thereunder: (a)
failure for 30 business days to pay interest on the Debentures of that series
when due; (b) failure to pay principal or premium, if any, on the Debentures of
that series when due, whether at maturity, upon redemption, by declaration or
otherwise, or to make any sinking fund payment with respect to that series; (c)
failure to observe or perform any other covenant (other than those specifically
relating to another series) in the Indenture for 90 days after notice with
respect thereto; or (d) certain events in bankruptcy, insolvency or
reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Debentures have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee for that
series. (SECTION 6.06) The Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of any particular series of the
Debentures may declare the principal due and payable immediately upon an Event
of Default with respect to such series, but the holders of a majority in
aggregate outstanding principal amount of such series may rescind and annul
such declaration and waive the default if the default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Debentures may, on behalf of the holders of all the Debentures of
such series, waive any past default except a default in the payment of
principal, premium, if any, or interest. (SECTION 6.06) The Company is required
to file annually with the Trustee a certificate as to whether or not the
Company is in compliance with all the conditions and covenants under the
Indenture. (SECTION 5.03)
CONCERNING THE TRUSTEE
The Trustee, prior to an Event of Default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after the occurrence
of an Event of Default, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his own affairs. (SECTION 7.01)
Subject to such provision, the Trustee is under no obligation to exercise any
of the powers vested in it by the Indenture at the request of any holders of
Debentures, unless offered reasonable security or indemnity by such security
holders against the costs, expenses and liabilities which might be incurred
thereby. (SECTION 7.02) The Trustee is not required to expend or risk its own
funds or incur personal financial liability in the performance of its duties if
the Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. (SECTION 7.01)
The Company and certain of its affiliates maintain banking relationships with
the Trustee. The Trustee serves as trustee under an indenture pursuant to which
First Mortgage Bonds are outstanding.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, which is incorporated
by reference in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in giving said report. Reference is made to said report on
financial statements of the Company which includes an explanatory paragraph
with respect to the change in the method of accounting for postretirement
benefits other than pensions and for income taxes as discussed in Note 1 to the
financial statements.
6
<PAGE>
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.
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 the 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.
7
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH THEY RELATE. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL.
---------------
TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
Supplemental Description of New Debentures.................................. S-2
Ratio of Earnings to Fixed Charges.......................................... S-3
Underwriting................................................................ S-3
PROSPECTUS
Statement of Available Information.......................................... 2
Incorporation of Certain Documents by
Reference.................................................................. 2
The Company................................................................. 2
Recent Developments......................................................... 2
Use of Proceeds............................................................. 3
Ratio of Earnings to Fixed Charges.......................................... 4
The New Debentures.......................................................... 4
Experts..................................................................... 6
Certain Legal Matters....................................................... 7
Plan of Distribution........................................................ 7
</TABLE>
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$250,000,000
[LOGO] GTE SOUTH INCORPORATED
7 1/2% DEBENTURES,
SERIES D, DUE 2026
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PROSPECTUS SUPPLEMENT
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PAINEWEBBER INCORPORATED
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MARCH 19, 1996
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