Exhibit 1.1
GTE CORPORATION
PURCHASE AGREEMENT
GTE Corporation, a New York corporation ("GTE"), proposes to issue and
sell $ ,000,000 aggregate principal amount of (the "New
Securities"). Subject to the terms and conditions set forth or incorporated
by reference herein, GTE agrees to sell, and the purchaser or purchasers
named in Schedule A attached hereto (the "Purchasers") agree to purchase,
the New Securities at % of their principal amount plus accrued
interest, if any, from , 199 to the date of payment for the New
Securities and delivery thereof. Interest on the New Securities will be
payable on and , commencing . The New
Securities will be reoffered to the public at % of their principal
amount.
All the provisions contained in GTE's Standard Purchase Agreement
Provisions (January 1997 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 Securities will not be redeemable prior to maturity.]
OR
[The New Securities will not be redeemable prior to .
Thereafter, the New Securities 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 Securities; 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
Securities, the initial public offering price of the New Securities shall be
the price, expressed in percentage of principal amount (exclusive of accrued
interest), at which the New Securities are to be initially offered for sale
to the public; if there is not a public offering of the New Securities, the
initial public offering price of the New Securities shall be deemed to be
the price, expressed in percentage of principal amount (exclusive of accrued
interest), to be paid to GTE by the Purchasers.]
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SINKING FUND PROVISIONS:
(If Applicable)
CLOSING:
The Purchasers agree to pay for the New Securities, at the option of
GTE, by certified or official bank check or checks or by wire transfer, in
each case in same day funds, upon delivery of such New Securities 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 GTE and the Purchasers or the firm or firms designated as the
representative of the Purchasers (the "Representative"). GTE 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
Securities by certified bank check or by wire transfer and, if GTE chooses
to accept payment by wire transfer, GTE shall provide the Representative on
such date immediately preceding the Closing Date with the appropriate wire
transfer instructions.
DENOMINATION OF NEW SECURITIES:
[The New Securities shall be in the form of temporary or definitive
fully-registered New Securities 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. GTE agrees to make the New Securities
available to the Purchasers or the Representative for inspection at the
office of The Bank of New York, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New Securities on the
Closing Date.]
OR
[The New Securities shall be in the form of temporary or definitive
fully-registered New Securities in denominations as GTE may determine (if
other than U.S. $1,000) and denominated in such foreign currency or
composite currency as GTE may determine, registered in such names as the
Purchasers or the Representative shall request not less than two business
days before the Closing Date. GTE agrees to make the New Securities
available to the Purchasers or the Representative for inspection at the
office of The Bank of New York, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New Securities on the
Closing Date.]
OR
[The New Securities shall be in the form of one or more Global
Securities which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the New Securities and shall be
registered in the name of (name of depository) or its nominee. GTE agrees
to make the New Securities available to the Purchasers or the Representative
for inspection at the office of (name and address of depository), at least
twenty-four hours prior to the time fixed for the delivery of the New
Securities on the Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Securities, and therefore the provisions applicable to Reselling Purchasers
in the Standard Purchase Agreement Provisions will be applicable.]
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OR
[The Purchasers represent that they do not intend to resell the New
Securities, and therefore the provisions applicable to Reselling Purchasers
in the Standard Purchase Agreement Provisions will not be applicable.]
In witness whereof, the parties have executed this Purchase Agreement
this day of , 199 .
(Name of Purchasers or
Representative)
By
Title:
GTE CORPORATION
By
Title:
SCHEDULE A
The names of the Purchasers and the principal amount of New Securities
which each respectively offers to purchase are as follows:
Principal Amount
Name of New Securities
$
Total................... $ ,000,000
GTE CORPORATION
STANDARD PURCHASE AGREEMENT PROVISIONS
(January 1997 Edition)
GTE Corporation, a New York corporation ("GTE"), may enter into one or
more purchase agreements providing for the sale of designated securities 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 SECURITIES
GTE proposes to issue one or more series of securities (the
"Securities") pursuant to the provisions of an Indenture dated as of
December 1, 1996 between GTE and The Bank of New York, as Trustee (the
"Indenture"). Pursuant to supplemental indentures supplementing and/or
amending the aforementioned Indenture, GTE 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.
GTE has filed with the Securities and Exchange Commission (the
"Commission") registration statement No. 33-63145 relating to $900,000,000
of GTE's securities registered thereunder and $600,000,000 of GTE's
securities registered under Registration Statement No. 33-40247 (the amounts
remaining unsold thereunder from time to time, collectively, the
"Securities"), including a prospectus which, pursuant to Rule 429, of the
Securities Act of 1933, as amended (the "Act"), relates to the Securities,
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 Securities (such
particular series being hereinafter referred to as the "New Securities")
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 filed pursuant to Rule 424(b)(3) on
relating to the Securities described in Registration
Statement No. 33-63145. The term "Prospectus" means the Basic Prospectus
together with the prospectus supplement specifically relating to the New
Securities, 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. PURCHASER'S REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information furnished in
writing to GTE expressly for use with respect to the New Securities 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 GTE in the Purchase Agreement that they
intend to resell the New Securities, GTE will assist the Purchasers as
hereinafter provided. The terms of any such resale will be furnished to
GTE in writing and 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 GTE of their intention
to resell the New Securities ("Reselling Purchasers"). All other provisions
apply to any Purchaser including a Reselling Purchaser.
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III. CLOSING
The closing will be held at the office of GTE Service Corporation, 0xx
Xxxxx, Xxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 on the Closing Date.
Concurrent with the delivery of the New Securities to the Purchasers or to
the Representative for the account of each Purchaser, payment of the full
purchase price of the New Securities shall be made by the Purchasers or the
Representative, at the option of GTE, by certified or official bank check or
checks in same day funds, payable to GTE 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 GTE. 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 GTE; 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 Chairman, a
Vice Chairman, the President or a Vice President of GTE, including the
foregoing. The officer making such certificate may rely upon the best of
his or her knowledge as to proceedings pending or threatened.
(B) The Purchasers or the Representative shall have received on the
Closing Date an opinion of Xxxxxxx X. Xxxx, Senior Vice President and
General Counsel of GTE, dated the Closing Date, substantially in the form
set forth in Exhibit A hereto.
(C) The Purchasers or the Representative shall have received on the
Closing Date an opinion of Milbank, Tweed, Xxxxxx & XxXxxx, counsel for the
Purchasers, dated the Closing Date, substantially in the form set forth in
Exhibit B hereto.
(D) The Purchasers or the Representative shall have received on the
Closing Date a letter from Xxxxxx Xxxxxxxx LLP, independent public
accountants for GTE, dated as of the Closing Date, to the effect set forth
in Exhibit C hereto.
V. CONDITIONS TO GTE'S OBLIGATIONS
The obligations of GTE 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) GTE shall have received on the Closing Date the full purchase
price of the New Securities purchased hereunder.
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VI. COVENANTS OF GTE
In further consideration of the agreements contained herein of the
Purchasers, GTE covenants to the several Purchasers as follows:
(A) To furnish to the Purchasers 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 GTE 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 Securities, 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
Securities 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 of 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 Securities 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 and in connection with the determination of the eligibility of the
New Securities for investment under the laws of such jurisdictions as the
Purchasers or the Representative may designate; provided, however, that GTE,
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 Securities; provided, further, that GTE
shall not be required to continue the qualification of the New Securities
beyond one year from the date of the sale of the New Securities.
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VII. REPRESENTATIONS AND WARRANTIES OF GTE
GTE 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
Securities, 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 of the Prospectus, or
any amendment or supplement thereto, is filed pursuant to Rule 424(b) and on
the Closing Date, the Prospectus did not or 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 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 GTE 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 GTE is a party, and (vi) the
Indenture has been qualified under the Trust Indenture Act of 1939, as
amended.
VIII. INDEMNIFICATION
GTE 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 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 GTE 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 GTE by any Reselling Purchaser or the
Representative 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 Securities by said Reselling Purchaser to any
person if a copy of the Prospectus (as supplemented or amended, if prior to
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distribution of the Prospectus to the Reselling Purchaser GTE 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 Purchaser to such person at or prior to the written confirmation of the
sale of the New Securities to such person and such statement or omission is
cured in the Prospectus.
Each Reselling Purchaser agrees to indemnify and hold harmless GTE,
its directors, its officers who sign the Registration Statement and any
person controlling GTE to the same extent as the foregoing indemnity from
GTE to each Reselling Purchaser, but only with reference to information
relating to said Reselling Purchaser furnished in writing 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.
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 GTE on the one hand and the Reselling
Purchasers on the other from the offering of the New Securities 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 GTE
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 GTE on the one hand and the Reselling
Purchasers on the other in connection with the offering of the New
Securities shall be deemed to be in the same proportion as the total net
proceeds from the offering of the New Securities received by GTE bear to the
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total commissions, if any, received by all of the Reselling Purchasers in
respect thereof. If there are no commissions allowed or paid by GTE to the
Reselling Purchasers in respect of the New Securities, 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 Securities and the price paid for the New Securities
pursuant to the Purchase Agreement. The relative fault of GTE 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 GTE 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 the immediately
preceding paragraph 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 GTE 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 person controlling any Reselling Purchaser and (iii) acceptance of and
payment for any of the New Securities.
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 any Reselling Purchaser, by
notice given to GTE, if (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, (ii) a
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 the declaration by the United
States of a national emergency or war or other calamity or crisis shall have
occurred, the effect of which is such as to make it impracticable or
inadvisable to proceed with the delivery of the New Securities 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 GTE 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) GTE shall be unable to perform its
obligations under this Agreement, GTE 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
Securities. Except as provided herein, the Purchasers shall bear all of
their expenses, including the fees and disbursements of counsel.
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XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New Securities
it has agreed to purchase hereunder, the remaining Purchasers shall have the
right within 24 hours to make arrangements satisfactory to GTE for the
purchase of such New Securities hereunder. If they fail to do so, the
amounts of New Securities that the remaining Purchasers are obligated,
severally, to purchase under this Agreement shall be increased in the
proportions which the total amount of New Securities which they have
respectively agreed to purchase bears to the total amount of New Securities
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 Securities, provided that such aggregate increases shall not exceed 10%
of the total amount of the New Securities set forth in Schedule A to the
Purchase Agreement. If any unpurchased New Securities still remain, GTE
shall have the right either to elect to consummate the sale except as to any
such unpurchased New Securities so remaining or, within the next succeeding
24 hours, to make arrangements satisfactory to the remaining Purchasers for
the purchase of such New Securities. In any such cases, either the
Purchasers or the Representative or GTE shall have the right to postpone the
Closing Date for not more than seven business days to a mutually acceptable
date. If GTE shall not elect to so consummate the sale and any unpurchased
New Securities 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
GTE for the purchase or sale of any New Securities under this Agreement. No
provision in this paragraph shall relieve any defaulting Purchaser of
liability to GTE 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.
EXHIBIT A
XXXXXXX X. XXXX
Senior Vice President & General Counsel
Xxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
, 199
and the several Purchasers
listed in the Purchase Agreement
dated , 199 among such
Purchasers and GTE Corporation
Re: GTE Corporation
$
Dear Sirs:
I have been requested by GTE Corporation a New York corporation (the
"Corporation"), as its Senior Vice President and General Counsel to furnish
you with my opinion pursuant to a Purchase Agreement dated , 199
(the "Agreement") between you and the Corporation, relating to the purchase
and sale of $ ,000,000 aggregate principal amount of its
(the "New Securities").
In this connection I have examined among other things:
(a) The Certificate of Incorporation of the Corporation, as amended,
and the by-laws, each as presently in effect;
(b) A copy of the Indenture dated as of December 1, 1996 (the
"Indenture") as supplemented, including by a Supplemental Indenture dated
as of , 199 (the "Supplemental Indenture") between the
Corporation and The Bank of New York, as Trustee (the "Trustee"), under
which the New Securities are being issued and the resolution of the Board
of Directors of the Corporation specifically authorizing the New
Securities, including the issuance and sale of the New Securities (the
"Board Resolution");
(c) The forms of the New Securities set forth in the Supplemental
Indenture;
(d) The records of the corporate proceedings of the Corporation
relating to the authorization, execution and delivery of the Indenture and
the Supplemental Indenture;
(e) The records of the corporate proceedings of the Corporation
relating to the authorization, execution and delivery of the Agreement;
(f) The record of all proceedings taken by the Corporation relating
to the registration of the New Securities 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. 33-40247 and Registration Statement No. 33-63145, including
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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 Securities in the form filed under Rule 424(b) of the
Act, is hereinafter called the "Prospectus").
(g) Certain documents filed by the Corporation 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 Corporation is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of New York, is a
duly licensed and qualified foreign corporation in good standing under the
laws of the State of Connecticut, and has adequate corporate power to carry
on the business in which it is now engaged.
2. All legal proceedings necessary to the authorization, issue and
sale of the New Securities to you have been taken by the Corporation.
3. The Agreement has been duly and validly authorized, executed
and delivered by the Corporation.
4. The Indenture and the Supplemental Indenture have been duly
authorized by the Corporation and have been duly executed by the
Corporation and the Trustee and delivered by the Corporation. The
Indenture, as supplemented, constitutes a legal, valid and binding
agreement of the Corporation 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 and Supplemental Indenture have been duly
qualified under the TIA.
5. The New Securities 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 Corporation and (assuming due
authentication and delivery thereof by the Trustee) have been duly issued
under the Indenture, as supplemented, and (subject to the qualifications
set forth in paragraph 4 above) constitute legal, valid and binding
obligations of the Corporation enforceable in accordance with their terms
and are entitled to the benefits afforded by the Indenture, as
supplemented.
6. Except as may be required by the securities or Blue Sky laws of
certain jurisdictions, no authorization, approval or consent of any
governmental regulatory authority is required for the issuance and sale of
the New Securities.
7. Registration Statement No. 33-40247 became effective on May 16,
1991 and Registration Statement No. 33-63145 became effective on October 6,
1995, 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
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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 statements
of law and legal conclusions referred to in the Registration Statement and
Prospectus as expressing my opinion as counsel for the Company are correct.
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 Securities in the
manner therein specified. I have no reason to believe that the
Registration Statement, the Prospectus or the Incorporated Documents,
considered as a whole on the effective date of the Registration Statement
and on the date hereof, contained or contain any untrue statement of a
material fact or omitted or omit to state any material fact required to be
stated therein or necessary to make the statements therein 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, Xxxxxx & XxXxxx may
rely upon this opinion as if this opinion were separately addressed to
them.
Very truly yours,
XXXXXXX X. XXXX, Esq.
cc: Milbank, Tweed, Xxxxxx & XxXxxx
EXHIBIT B
MILBANK, TWEED, XXXXXX & XxXXXX
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
, 199_
GTE CORPORATION
$
and the other several Purchasers
referred to in the Purchase Agreement
dated , among such
Purchasers and GTE Corporation
Dear Sirs:
We have been designated by GTE Corporation (the "Corporation") as
counsel for the purchasers of $ ,000,000 aggregate principal amount of
its (the "New Securities"). Pursuant to such designation and the
terms of a Purchase Agreement dated , 199 , relating to the New
Securities (the "Purchase Agreement"), entered into by you with the
Corporation, we have acted as your counsel in connection with your several
purchases this day from the Corporation of the New Securities, which are
issued under an Indenture dated as of December 1, 1996 between the
Corporation and The Bank of New York, as trustee (the "Trustee"), as
supplemented, including by a Supplemental Indenture dated , 199
(collectively, the "Indenture").
We have reviewed originals, or copies certified to our satisfaction,
of such corporate records of the Corporation, indentures, agreements and
other instruments, certificates of public officials and of officers and
representatives of the Corporation, 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 Corporation and other appropriate persons 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 Corporation caused to be delivered to your representatives at The
Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 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 Corporation is a validly existing corporation, in good
standing, under the laws of the State of New York.
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2. The Purchase Agreement has been duly authorized, executed
and delivered by the Corporation.
3. The Indenture has been duly authorized, executed and
delivered by the Corporation and constitutes a legal, valid and
binding agreement of the Corporation, 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 Securities 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 Securities, assuming due execution
thereof by the Corporation and due authentication and delivery by the
Trustee, have been duly issued for value by the Corporation and
(subject to the qualifications stated in paragraph 3 above)
constitute legal, valid and binding obligations of the Corporation,
enforceable in accordance with their terms and are entitled to the
benefits afforded by the Indenture in accordance with the terms of
the Indenture and of the New Securities.
5. Except as may be required by Securities or blue sky laws of
certain jurisdictions, no authorization, approval or consent of any
governmental regulatory authority is required for the issuance and
sale of the New Securities.
6. On the basis of information received by the Corporation
from the Securities and Exchange Commission (the "Commission"), the
Registration Statement No. 33-40247 and Registration Statement No.
33- 63145 with respect to the Securities (collectively, the
"Registration Statements"), filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), became effective
under the Act on May 16, 1991 and October 6, 1995, respectively, and
the Prospectus dated , 199_ as supplemented by the Prospectus
Supplement dated , 199_ (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 Securities in the manner
therein specified, subject to compliance with the provisions of
securities or blue sky laws of certain jurisdictions in connection
with the offer for sale or sale of the New Securities in such
jurisdictions. To the best of our knowledge the Registration
Statement(s) remains in effect at this date.
7. The Registration Statements as of their effective dates,
and the Prospectus as of the date hereof, except any financial
statements or other financial data contained or incorporated by
reference therein, as to which no opinion is expressed, complied or
comply as to form in all material respects with the relevant
requirements of the Act and the applicable published instructions,
rules and regulations of the Commission thereunder.
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We are members of the New York bar only and, except as set forth in
the next paragraph, express no opinion as to matters governed by any laws
other than the laws of New York and the Federal laws of the United States
of America, and the extent that the foregoing opinions involve the laws of
any other jurisdiction, in reliance upon the opinion of even date herewith
of Xxxxxxx X. Xxxx, Esq., Senior Vice President and General Counsel of the
Corporation, furnished pursuant to the Purchase Agreement, the laws of such
jurisdiction.
The Registration Statements were filed on Form S-3 under the Act and,
accordingly, the Prospectus does not necessarily contain a current
description of the Corporation'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
Corporation in connection with the preparation of the Registration
Statement and Prospectus and we have reviewed certain documents filed by
the Corporation under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which are incorporated by reference in the Prospectus
(such documents filed prior to the effective date of the Registration
Statements and listed in the Prospectus as being incorporated by reference
are herein called the "Incorporated Documents"). In connection with our
participation in the preparation of the Registration Statements 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 Statements, 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, the Prospectus or the
Incorporated Documents, considered as a whole on the effective date of the
Registration Statement(s) contained any untrue statement of a material fact
or omitted or omit 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.
We express no opinion as to any document filed by the Corporation 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(s) 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(s), the Prospectus or the
Incorporated Documents.
The opinions contained herein are rendered to you and are solely for
your benefit in connection with the transactions 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, XXXXXX & XxXXXX
EXHIBIT C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for GTE to be delivered
pursuant to Article IV, paragraph (D) of the document entitled Standard
Purchase Agreement Provisions, January 1997 Edition, shall be to the effect
that:
At the closing, the Purchaser(s) shall have received such number of
copies as are necessary to provide one for each Purchaser of a letter
addressed to GTE and satisfactory to the Purchaser(s), 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 Xxxxxx Xxxxxxxx LLP
confirming that they are independent public accountants with respect to the
Company within the meaning of 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 examined 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 Exchange Act,
and the published rules and regulations thereunder, and (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 balance sheet as of the latest available interim date,
and the unaudited condensed 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; to the extent
required, 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 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
interim financial data of GTE and the latest available unaudited condensed
summary of consolidated results of operations prepared by GTE, there have
been any changes in the capital stock, or any material increase in the
short-term indebtedness or long-term debt of GTE or any material decreases
in net assets, in each case as compared with amounts shown on the latest
balance sheet included or incorporated by reference in
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the Prospectus, or any material decreases, as compared with the
corresponding period of the prior year, in consolidated revenues and sales,
net income from continuing operations, or net income from continuing
operations applicable to common stock and per share of common stock, or
(ii) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the specified
date referred to in the preceding clause (i), there were any material
decreases in operating revenues, net operating income, net income or the
Company's ratio of earnings to fixed charges, in each case as compared with
the comparable period of the preceding year, (iii) as of the Cutoff Date,
there have been any 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 unaudited 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 GTE or occasioned by sinking fund payments made
on the debt securities of GTE, or by the issuance of common stock of GTE in
connection with any employee benefit plan or dividend reinvestment plan of
GTE or for the conversion of convertible preferred stock.
