Exhibit
1.1
GTE CALIFORNIA INCORPORATED
PURCHASE AGREEMENT
GTE California Incorporated, a California corporation (the
"Company"), proposes to issue and sell $___________ aggregate
principal amount of its ___% Debentures, Series _, Due ____ (the
"New Debentures"). Subject to the terms and conditions set forth
or incorporated by reference herein, the Company agrees to sell
and the purchaser or purchasers named in Schedule A attached
hereto (the "Purchasers") agree to purchase the New Debentures at
__% of their principal amount, plus accrued interest from
________ to the date of payment for the New Debentures and
delivery thereof. Interest on the New Debentures will be payable
semi-annually on _____ and _____, commencing _____. The New
Debentures will be reoffered to the public at ____% of their
principal amount.
All the provisions contained in the Company's Standard
Purchase Agreement Provisions (April 1996 Edition) (the "Standard
Purchase Agreement Provisions") annexed hereto shall be deemed to
be a part of this Purchase Agreement to the same extent as if
such provisions had been set forth in full herein.
REDEMPTION PROVISIONS:
[The New Debentures will not be redeemable prior to
maturity.]
OR
[The New Debentures will not be redeemable prior to _____.
Thereafter, the New Debentures will be redeemable on not less 30
nor more than 60 days notice given as provided in the Indenture,
as a whole or in part, at the option of the Company at the
redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as
defined below plus the rate of interest on the New Debentures.
The redemption price during the twelve month period beginning
________ and during the twelve month periods beginning on each
____________ thereafter through the twelve month period ended
____________ will be determined by reducing the initial regular
redemption price by an amount determined by multiplying (a) 1/_
of the amount by which such initial regular redemption price
exceeds 100% by (b) the number of such full twelve month periods
which shall have elapsed between ___________ and the date fixed
for redemption; and thereafter the redemption prices during the
twelve month periods beginning ____________ shall be 100%;
provided, however, that all such prices will be specified to the
nearest 0.01% or if there is no nearest 0.01%, then to the next
higher 0.01%.
For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Debentures are to be initially offered for sale to the
public; if there is not a public offering of the New Debentures,
the initial public offering price of the New Debentures shall be
deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest), to be paid to the Company
by the Purchasers.]
-2-
CLOSING:
The Purchasers agree to pay for the New Debentures, at the
option of the Company, by certified or official bank check or
checks or by wire transfer, in each case in same day funds, upon
delivery of such New Debentures at 10:00 A.M. (New York City
time) on _________ (the "Closing Date") or at such other time,
not later than the seventh full business day thereafter, as shall
be agreed upon by the Company and the Purchasers or the firm
designated as the representative of the Purchasers (the
"Representative"). The Company shall advise the Representative
not later than the business day immediately preceding the Closing
Date of its decision whether to accept payment for the New
Debentures by certified bank check or by wire transfer and, if
the Company chooses to accept payment by wire transfer, the
Company shall provide the Representative on such date immediately
preceding the Closing Date with the appropriate wire transfer
instructions.
DENOMINATION OF THE NEW DEBENTURES:
[The New Debentures shall be in the form of temporary or
definitive fully-registered New Debentures in denominations of
One Thousand Dollars ($1,000) or any integral multiple thereof,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. The Company agrees to make the New Debentures available to
the Purchasers or the Representative for inspection at the office
of First Trust of California, National Association, Los Angeles,
California or The Depository Trust Company, New York, New York,
at least twenty-four hours prior to the time fixed for the
delivery of the New Debentures on the Closing Date.]
OR
[The New Debentures shall be in the form of one or more
Global Debentures which shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, the New
Debentures and shall be registered in the name of The Depository
Trust Company or its nominee. The Company agrees to make the New
Debentures available to the Purchasers or the Representative for
inspection at the office of First Trust of California, National
Association, Los Angeles, California or The Depository Trust
Company, New York, New York, at least twenty-four hours prior to
the time fixed for the delivery of the New Debentures on the
Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Debentures, and therefore the provisions applicable to Reselling
Purchasers in the Standard Purchase Agreement Provisions will be
applicable.]
OR
[The Purchasers represent that they do not intend to resell
the New Debentures, and therefore the provisions applicable to
Reselling Purchasers in the Standard Purchase Agreement
Provisions will not be applicable.]
-3-
In witness whereof, the parties have executed this Purchase
Agreement this ____ day of ______, ____.
[Names of Purchasers or
Representative]
By: ___________________________
Title:
GTE CALIFORNIA INCORPORATED
By: ___________________________
Vice President
CA:8-K:8
-4-
SCHEDULE A
The names of the Purchasers and the principal amount of
New Debentures which each respectively offers to purchase are as
follows:
Principal
Amount
of New
Name Debentures
______________
$___,000,000
______________
Total........................ $___,000,000
GTE CALIFORNIA INCORPORATED
STANDARD PURCHASE AGREEMENT PROVISIONS
(April 1996 Edition)
GTE California Incorporated, a California corporation (the
"Company"), may enter into one or more purchase agreements
providing for the sale of debentures to the purchaser or
purchasers named therein (the "Purchasers"). The standard
provisions set forth herein will be incorporated by reference in
any such purchase agreement ("Purchase Agreement"). The Purchase
Agreement, including these Standard Purchase Agreement Provisions
incorporated therein by reference, is hereinafter referred to as
"this Agreement". Unless otherwise defined herein, terms used in
this Agreement that are defined in the Purchase Agreement have
the meanings set forth therein.
I. SALE OF THE DEBENTURES
The Company proposes to issue one or more series of
debentures pursuant to the provisions of an Indenture dated as of
December 1, 1993, as amended and supplemented by the First
Supplemental Indenture dated as of April 15, 1996 (as amended and
supplemented, the "Indenture"), between the Company and First
Trust of California, National Association, as successor trustee
to Bank of America National Trust and Savings Association (the
"Trustee"). By resolution of the Board of Directors of the
Company specifically authorizing each new series of debentures (a
"Board Resolution"), the Company will designate the title of each
series, aggregate principal amount, date or dates of maturity,
dates for payment and rate of interest, redemption dates, prices,
obligations and restrictions, if any, and any other terms with
respect to each such series.
The Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), registration statement No. 333-01001
relating to $400,000,000 of the Company's debentures registered
thereunder and $100,000,000 of the Company's debentures
registered under Registration Statement No. 33-51541 (the amount
remaining unsold thereunder, from time to time, is hereinafter
referred to as the "Debentures"), including a prospectus which,
pursuant to Rule 429 of the Act, relates to the Debentures, and
has filed with, or transmitted for filing to, the Commission (or
will promptly after the sale so file or transmit for filing) a
prospectus supplement specifically relating to a particular
series of Debentures (such particular series being hereinafter
referred to as the "New Debentures") pursuant to Rule 424(b)
under the Act ("Rule 424(b)"). The term "Registration Statement"
means the registration statements referred to herein, as amended
to the date of the Purchase Agreement. The term "Basic
Prospectus" means the prospectus relating to the Debentures
included in the Registration Statement. The term "Prospectus"
means the Basic Prospectus together with the prospectus
supplement specifically relating to the New Debentures, as filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b). As used herein, the terms "Registration Statement",
"Basic Prospectus" and "Prospectus" shall include in each case
the material, if any, incorporated by reference therein.
II. PURCHASERS' REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information
furnished in writing to the Company expressly for use with
respect to the New Debentures will not contain any untrue
statement of a material fact and will not omit any material fact
in connection with such information necessary to make such
information not misleading.
If the Purchasers advise the Company in the Purchase
Agreement that they intend to resell the New Debentures, the
Company will assist the Purchasers as hereinafter provided. The
terms of any such resale will be set forth in the Prospectus.
The provisions of Paragraphs C and D of Article VI and Articles
VIII, IX and X of this Agreement apply only to Purchasers that
have advised the Company of their intention to resell the New
Debentures ("Reselling Purchasers"). All other provisions apply
to any Purchaser including a Reselling Purchaser.
-2-
III. CLOSING
The closing will be held at the office of GTE Service
Corporation, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ on the Closing Date. Concurrent with the delivery of the
New Debentures to the Purchasers or to the Representative for the
account of each Purchaser, payment of the full purchase price of
the New Debentures shall be made, at the option of the Company,
by certified or official bank check or checks in same day funds,
payable to the Company or its order, at The Bank of New York,
Attention: Corporate Trust Department, or by wire transfer in
same day funds to The Bank of New York for the account of the
Company. Upon receipt of such check or wire transfer by The Bank
of New York, such check or wire transfer shall be deemed to be
delivered at the closing.
IV. CONDITIONS TO PURCHASERS' OBLIGATIONS
The respective obligations of the Purchasers hereunder are
subject to the following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission; since the latest date as of which information is
given in the Registration Statement, there shall have been no
material adverse change in the business, business prospects,
properties, financial condition or results of operations of the
Company; and the Purchasers or the Representative shall have
received on the Closing Date the customary form of compliance
certificate, dated the Closing Date and signed by the President
or a Vice President of the Company, including the foregoing. The
officer executing such certificate may rely upon the best of his
or her knowledge as to proceedings pending or threatened.
(B) At the Closing Date, there shall be in full force and
effect an order or orders, satisfactory to counsel for the
Purchasers, of the California Public Utility Commission and of
such other regulatory authorities, if any, as may have
jurisdiction over the issue and sale of the New Debentures by the
Company to the Purchasers, authorizing such issue and sale as
herein and in the Registration Statement provided, and none of
such orders shall contain any conditions inconsistent with the
provisions of this Agreement or of the Registration Statement.
(C) The Purchasers or the Representative shall have
received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq., Vice President-General Counsel of the Company, or other
counsel to the Company satisfactory to the Purchasers and counsel
to the Purchasers, dated the Closing Date, substantially in the
form set forth in Exhibit A hereto.
(D) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Milbank, Tweed, ▇▇▇▇▇▇
& ▇▇▇▇▇▇, counsel for the Purchasers, dated the Closing Date,
substantially in the form set forth in Exhibit B hereto.
(E) The Purchasers or the Representative shall have
received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP,
independent public accountants for the Company, dated as of the
Closing Date, to the effect set forth in Exhibit C hereto.
-3-
V. CONDITIONS TO COMPANY'S OBLIGATIONS
The obligations of the Company hereunder are subject to the
following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission.
(B) At the Closing Date, there shall be in full force and
effect an order or orders, satisfactory to the Company, of the
California Public Utility Commission and of such other regulatory
authorities, if any, as may have jurisdiction over the issue and
sale of the New Debentures by the Company to the Purchasers.
(C) The Company shall have received on the Closing Date the
full purchase price of the New Debentures purchased hereunder.
VI. COVENANTS OF THE COMPANY
In further consideration of the agreements contained herein
of the Purchasers, the Company covenants to the several
Purchasers as follows:
(A) To furnish to the Purchasers or the Representative a
copy of the Registration Statement including materials, if any,
incorporated by reference therein and, during the period
mentioned in (C) below, to supply as many copies of the
Prospectus, any documents incorporated by reference therein and
any supplements and amendments thereto as the Purchasers or the
Representative may reasonably request. The terms "supplement"
and "amendment" or "amend" as used in this Agreement shall
include all documents filed by the Company with the Commission
subsequent to the effective date of the Registration Statement,
or the date of the Basic Prospectus, as the case may be, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which are deemed to be incorporated by reference therein.
(B) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the New Debentures,
to furnish to any Purchaser or the Representative, and to counsel
for the Purchasers, a copy of each such proposed amendment or
supplement.
The covenants in Paragraphs (C) and (D) apply only to
Reselling Purchasers:
(C) If in the period after the first date of resale of the
New Debentures during which, in the opinion of counsel for the
Reselling Purchasers, the Prospectus is required by law to be
delivered, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to make
a statement therein, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, not materially
misleading, or if it is otherwise necessary to amend or
supplement the Prospectus to comply with law, forthwith to
prepare and furnish, at its own expense (unless such amendment
shall relate to information furnished by the Purchasers or the
Representative by or on behalf of the Purchasers in writing
expressly for use in the Prospectus), to the Reselling
Purchasers, the number of copies requested by the Reselling
Purchasers or the Representative of 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.
-4-
(D) To use its best efforts to qualify the New Debentures
for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Purchasers or the Representative shall
reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection therewith; provided,
however, that the Company, in complying with the foregoing
provisions of this paragraph, shall not be required to qualify as
a foreign company or to register or qualify as a broker or dealer
in securities in any jurisdiction or to consent to service of
process in any jurisdiction other than with respect to claims
arising out of the offering or sale of the New Debentures, and
provided further that the Company shall not be required to
continue the qualification of the New Debentures beyond one year
from the date of the sale of the New Debentures.
VII. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the several
Purchasers that (i) each document, if any, filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the
Basic Prospectus or the Prospectus complied or will comply when
so filed in all material respects with the Exchange Act and the
rules and regulations thereunder, (ii) each part of the
Registration Statement filed with the Commission pursuant to the
Act relating to the New Debentures, when such part became
effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, (iii) on the effective date of the Registration
Statement, the date the Prospectus is filed pursuant to Rule
424(b) and at all times subsequent to and including the Closing
Date, the Registration Statement and the Prospectus, as amended
or supplemented, if applicable, complied or will comply in all
material respects with the Act and the applicable rules and
regulations thereunder, (iv) on the effective date of the
Registration Statement, the Registration Statement did not
contain, and as amended or supplemented, if applicable, will not
contain, any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein
not misleading, and on the date the Prospectus, or any amendment
or supplement thereto, is filed pursuant to Rule 424(b) and on
the Closing Date, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
except that these representations and warranties do not apply to
statements or omissions in the Registration Statement or the
Prospectus based upon information furnished to the Company by any
Purchaser or the Representative by or on behalf of any Purchaser
in writing expressly for use therein or to statements or
omissions in the Statement of Eligibility of the Trustee under
the Indenture, (v) the consummation of any transaction herein
contemplated will not result in a breach of any of the terms of
any agreement or instrument to which the Company is a party, and
(vi) the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended.
VIII. INDEMNIFICATION
The Company agrees to indemnify and hold harmless each
Reselling Purchaser and each person, if any, who controls such
Reselling Purchaser within the meaning of either Section 15 of
the Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus or
the Prospectus (if used within the period set forth in Paragraph
(C) of Article VI hereof, and as amended or supplemented if the
Company shall have furnished any amendments or supplements
thereto), or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
-5-
insofar as such losses, claims, damages or liabilities are based
upon any such untrue statement or omission or alleged untrue
statement or omission based upon information furnished to the
Company by any Reselling Purchaser or the Representative by or on
behalf of any Reselling Purchaser in writing expressly for use
therein or by any statement or omission in the Statement of
Eligibility of the Trustee under the Indenture. The foregoing
agreement, insofar as it relates to the Prospectus, shall not
inure to the benefit of any Reselling Purchaser (or to the
benefit of any person controlling such Reselling Purchaser) on
account of any losses, claims, damages or liabilities arising
from the sale of any New Debentures by said Reselling Purchaser
to any person if a copy of the Prospectus (as amended or
supplemented, if prior to distribution of the Prospectus to the
Reselling Purchaser, the Company shall have made any supplements
or amendments which have been furnished to said Reselling
Purchaser) shall not have been sent or given by or on behalf of
such Reselling Purchaser to such person at or prior to the
written confirmation of the sale of the New Debentures to such
person and such statement or omission is cured in the Prospectus.
Each Reselling Purchaser agrees to indemnify and hold
harmless the Company, its directors, its officers who sign the
Registration Statement and any person controlling the Company to
the same extent as the foregoing indemnity from the Company to
each Reselling Purchaser, but only with reference to information
relating to said Reselling Purchaser furnished to the Company in
writing by the Reselling Purchaser or the Representative by or on
behalf of said Reselling Purchaser expressly for use in the
Registration Statement or the Prospectus.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either of
the two preceding paragraphs, such person (the "indemnified
party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such
proceeding (provided, however, that if such indemnified party
shall object to the selection of counsel after having been
advised by such counsel that there may be one or more legal
defenses available to the indemnified party which are different
from or additional to those available to the indemnifying party,
the indemnifying party shall designate other counsel reasonably
satisfactory to the indemnified party) and the indemnifying party
shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless the indemnifying party and the
indemnified party shall have mutually agreed to the retention of
such counsel. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by
reason of such settlement or judgment.
If the indemnification provided for in this Article VIII is
unavailable to an indemnified party under the first or second
paragraph hereof or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and
the Reselling Purchasers on the
-6-
other from the offering of the New Debentures or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company on the one hand and of
the Reselling Purchasers on the other in connection with the
statement or omission that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on
the one hand and the Reselling Purchasers on the other in
connection with the offering of the New Debentures shall be
deemed to be in the same proportion as the total net proceeds
from the offering of the New Debentures received by the Company
bear to the total commissions, if any, received by all of the
Reselling Purchasers in respect thereof. If there are no
commissions allowed or paid by the Company to the Reselling
Purchasers in respect of the New Debentures, the relative
benefits received by the Reselling Purchasers in the preceding
sentence shall be the difference between the price received by
such Reselling Purchasers upon resale of the New Debentures and
the price paid for the New Debentures pursuant to the Purchase
Agreement. The relative fault of the Company on the one hand and
of the Reselling Purchasers on the other shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied
by the Company or by the Reselling Purchasers and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to
in this Article VIII shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation.
IX. SURVIVAL
The indemnity and contribution agreements contained in
Article VIII and the representations and warranties of the
Company contained in Article VII of this Agreement shall remain
operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any
Reselling Purchaser or on behalf of any Reselling Purchaser or
any persons controlling any Reselling Purchaser and (iii)
acceptance of and payment for any of the New Debentures.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date this Agreement shall
be subject to termination in the absolute discretion of the
Reselling Purchasers, by notice given to the Company, if (i)
trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State
authorities, (iii) minimum prices shall have been established on
the New York Stock Exchange by Federal or New York State
authorities or (iv) any outbreak or material escalation of
hostilities involving the United States or declaration by the
United States of a national emergency or war or other calamity or
crisis shall have occurred, the effect of any of which is such as
to make it impracticable or inadvisable to proceed with the
delivery of the New Debentures on the terms and in the manner
contemplated by the Prospectus.
-7-
XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers
because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason (other than those set forth in
Article V) the Company shall be unable to perform its obligations
under this Agreement, the Company will reimburse the Purchasers
for all out-of-pocket expenses (including the fees and
disbursements of counsel) reasonably incurred by such Purchasers
in connection with the New Debentures. Except as provided
herein, the Purchasers shall bear all of their expenses,
including the fees and disbursements of counsel.
XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New
Debentures it has agreed to purchase hereunder, the remaining
Purchasers shall have the right within 24 hours to make
arrangements satisfactory to the Company for the purchase of such
New Debentures hereunder. If they fail to do so, the amounts of
New Debentures that the remaining Purchasers are obligated,
severally, to purchase under this Agreement shall be increased in
the proportions which the total amount of New Debentures which
they have respectively agreed to purchase bears to the total
amount of New Debentures which all non-defaulting Purchasers have
so agreed to purchase, or in such other proportions as the
Purchasers may specify to absorb such unpurchased New Debentures,
provided that such aggregate increases shall not exceed 10% of
the total amount of the New Debentures set forth in Schedule A to
the Purchase Agreement. If any unpurchased New Debentures still
remain, the Company shall have the right either to elect to
consummate the sale except as to any such unpurchased New
Debentures so remaining or, within the next succeeding 24 hours,
to make arrangements satisfactory to the remaining Purchasers for
the purchase of such New Debentures. In any such cases, either
the Purchasers or the Representative or the Company shall have
the right to postpone the Closing Date for not more than seven
business days to a mutually acceptable date. If the Company shall
not elect to so consummate the sale and any unpurchased New
Debentures remain for which no satisfactory substitute Purchaser
is obtained in accordance with the above provisions, then this
Agreement shall terminate without liability on the part of any
non-defaulting Purchaser or the Company for the purchase or sale
of any New Debenture under this Agreement. No provision in this
paragraph shall relieve any defaulting Purchaser of liability to
the Company for damages occasioned by such default.
XIII. MISCELLANEOUS
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York.
CA:8-K:17
Exhibit A
LETTERHEAD OF
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - General Counsel
_____________, 199_
and the other Purchasers named in
the Purchase Agreement dated ____________,
199_, between GTE California Incorporated
and such Purchasers
Re: GTE California Incorporated
___% Debentures, Series _, Due ____
Dear Sirs:
I have been requested by GTE California Incorporated, a
California corporation (the "Company"), as its Vice President-
General Counsel to furnish you with my opinion pursuant to a
Purchase Agreement dated ______, 199_ (the "Agreement") between
you and the Company, relating to the purchase and sale of
$___,000,000 aggregate principal amount of its ___% Debentures,
Series _, Due ____ (the "New Debentures").
In this connection I have examined among other things:
(a) The Restated Certificate of Incorporation of the
Company, as amended, and the By-laws of the Company, each as
presently in effect;
(b) A copy of the Indenture dated as of December 1, 1993,
as amended and supplemented by the First Supplemental Indenture
dated as of April 15, 1996 (as amended and supplemented, the
"Indenture"), between the Company and First Trust of California,
National Association, as successor trustee to Bank of America
National Trust and Savings Association (the "Trustee"), under
which the New Debentures are being issued, and the resolution of
the Board of Directors of the Company specifically authorizing
the New Debentures, including the issuance and sale of the New
Debentures (the "Board Resolution");
(c) The form of the New Debentures set forth in the Board
Resolution;
(d) The records of the corporate proceedings of the Company
relating to the authorization, execution and delivery of the
Indenture;
(e) The records of the corporate proceedings of the Company
relating to the authorization, execution and delivery of the
Agreement;
(f) The record of all proceedings taken by the Company
relating to the registration of the New Debentures under the
Securities Act of 1933, as amended (the "Act"), and qualification
of the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA"), particularly Registration Statement No. 33-
51541 and Registration Statement No. 333-01001, including the
form of prospectus contained therein (unless the context shall
otherwise require, the Registration Statements as amended are
hereinafter called the "Registration Statement" and the
prospectus dated _________, together with the prospectus
supplement dated __________ relating to the New Debentures in the
form filed under Rule 424(b) of the Act, are hereinafter called
the "Prospectus");
-2-
(g) Statutes, permits and other documents relating to the
Company's franchises;
(h) The records of proceedings and orders issued by the
California Public Utility Commission authorizing the issuance and
sale of the New Debentures; and
(i) The Registration Statement, the Prospectus and all
documents filed by the Company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which are incorporated
by reference in the Prospectus (the "Incorporated Documents") .
On the basis of my examination of the foregoing and of such
other documents and matters as I have deemed necessary as the
basis for the opinions hereinafter expressed, I am of the opinion
that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
California, and has adequate corporate power to own and operate
its properties and to carry on the business in which it is now
engaged. There are no states or jurisdictions in which the
qualification or licensing of the Company as a foreign
corporation is necessary where the failure to be qualified or
licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization,
issue and sale of the New Debentures to you have been taken by
the Company.
3. The Agreement has been duly and validly authorized,
executed and delivered by the Company.
4. The Indenture is in proper form, has been duly
authorized by the Company, has been duly executed by the Company
and the Trustee and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company enforceable in
accordance with its terms, except as limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors'
rights and the availability of equitable remedies. The Indenture
has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the
statements concerning them in the Registration Statement and
Prospectus and have been duly authorized and executed by the
Company and (assuming due authentication and delivery thereof by
the Trustee) have been duly issued for value by the Company and
(subject to the qualifications set forth in paragraph 4 above)
constitute legal, valid and binding obligations of the Company
enforceable in accordance with their terms and are entitled to
the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as
contemplated by the Agreement, have been duly authorized by the
California Public Utility Commission, and such authorization is
in full force and effect and, except as may be required by the
securities or Blue Sky laws of certain jurisdictions, no other
authorization, approval or consent of any governmental regulatory
authority is required for the issuance and sale of the New
Debentures.
7. The Company holds valid and subsisting franchises,
licenses and permits adequate for the conduct of its business in
the territory served by it, except for limited areas where the
Company operates by sufferance, and none of the franchises,
licenses or permits of the Company contain any unduly burdensome
restrictions.
-3-
8. Registration Statement No. 33-51541 became effective on
January 10, 1994 and Registration Statement No. 333-01001 became
effective on February 22, 1996, and, to the best of my knowledge,
no proceedings under Section 8 of the Act looking toward the
possible issuance of a stop order with respect thereto are
pending or threatened and the Registration Statement remains in
effect on the date hereof. The Registration Statement and the
Prospectus comply as to form in all material respects with the
relevant provisions of the Act and of the Exchange Act as to
documents incorporated by reference into said Registration
Statement and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, except that I
express no opinion as to the financial statements contained
therein. The Prospectus is lawful for use for the purposes
specified in the Act in connection with the offer for sale and
sale of the New Debentures in the manner therein specified. I
have no reason to believe that the Registration Statement or the
Incorporated Documents, considered as a whole on the effective
date of the Registration Statement, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus and the
Incorporated Documents, considered as a whole on the date hereof,
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
Without my prior written consent, this opinion may not be
relied upon by any person or entity other than the addressee,
quoted in whole or in part, or otherwise referred to in any
report or document, or furnished to any other person or entity,
except that Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this
opinion as if this opinion were separately addressed to them.
Very truly yours,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - General Counsel
cc: Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
CA:8-K:20
Exhibit B
MILBANK, TWEED, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
__________, 199_
GTE CALIFORNIA INCORPORATED
$___,000,000 __% Debentures, Series _, Due ____
and the other several Purchasers
referred to in the Purchase Agreement
dated ___________________, among such
Purchasers and GTE California Incorporated
Dear Sirs:
We have been designated by GTE California Incorporated (the
"Company") as counsel for the purchasers of $___,000,000
aggregate principal amount of its ___% Debentures, Series _, Due
____ (the "New Debentures"). Pursuant to such designation and
the terms of a Purchase Agreement dated ________, relating to the
New Debentures (the "Purchase Agreement"), entered into by you
with the Company, we have acted as your counsel in connection
with your several purchases this day from the Company of the New
Debentures, which are issued under an Indenture dated as of
December 1, 1993, as amended and supplemented by the First
Supplemental Indenture dated as of April 15, 1996 (as amended and
supplemented, the "Indenture") between the Company and First
Trust of California, National Association, as successor trustee
to Bank of America National Trust and Savings Association (the
"Trustee").
We have reviewed originals, or copies certified to our
satisfaction, of such corporate records of the Company,
indentures, agreements and other instruments, certificates of
public officials and of officers and representatives of the
Company, and other documents, as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity with the original documents of all documents
submitted to us as copies, and the authenticity of the originals
of such latter documents. As to various questions of fact
material to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Company and statements contained in the Registration
Statement hereinafter mentioned.
In addition, we attended the closing held today at the
offices of GTE Service Corporation, One Stamford Forum, Stamford,
Connecticut, at which the Company caused the New Debentures to be
delivered to your representatives at the Depository Trust
Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, for your several
accounts, against payment therefor.
On the basis of the foregoing and having regard to legal
considerations which we deem relevant, we are of the opinion
that:
1. The Company is a validly existing corporation, in good
standing, under the laws of the State of California.
-2-
2. The Purchase Agreement has been duly authorized,
executed and delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and
binding agreement of the Company enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general
applicability affecting the enforceability of creditors' rights.
The enforceability of the Indenture is subject to the effect of
general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including without limitation
(i) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (ii) concepts
of materiality, reasonableness, good faith and fair dealing. The
Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended.
4. The New Debentures have been duly authorized and conform
as to legal matters in all substantial respects to the
description thereof contained in the Registration Statement and
Prospectus hereinafter mentioned. The New Debentures (assuming
due execution thereof by the Company and due authentication and
delivery by the Trustee) have been duly issued for value by the
Company and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of the
Company, and are entitled to the benefits afforded by the
Indenture in accordance with the terms of the Indenture and of
the New Debentures.
5. On the basis of information received by the Company from
the Securities and Exchange Commission (the "Commission")
Registration Statement No. 33-51541 and Registration Statement
No. 333-01001 with respect to the New Debentures (collectively,
the "Registration Statement"), filed with the Commission pursuant
to the Securities Act of 1933, as amended (the "Act"), became
effective under the Act on January 10, 1994, and on February 22,
1996, respectively, and thereupon the Prospectus dated _________
as supplemented by the Prospectus Supplement dated ____________
(collectively, the "Prospectus") became lawful for use for the
purposes specified in the Act, in connection with the offer for
sale and sale of the New Debentures in the manner therein
specified, subject to compliance with the provisions of
securities or Blue Sky laws of certain States in connection with
the offer for sale or sale of the New Debentures in such States.
To the best of our knowledge, the Registration Statement remains
in effect at this date.
6. The Registration Statement, as of its effective date,
and the Prospectus, as of the date hereof, together with the
documents incorporated by reference therein (the "Incorporated
Documents") (except any financial statements or other financial
data contained or incorporated by reference in the Registration
Statement, the Prospectus or such Incorporated Documents, as to
which no opinion is expressed) appear on their face to be
appropriately responsive, in all material respects relevant to
the offering of the New Debentures, to the requirements of the
Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, and the applicable rules and
regulations of the Commission thereunder.
The Registration Statement was filed on Form S-3 under the
Act and, accordingly, the Prospectus does not necessarily contain
a current description of the Company's business and affairs,
since Form S-3 provides for the incorporation by reference of
certain documents filed with the Commission which contain
descriptions as of various dates. We participated in conferences
with counsel for, and representatives of, the Company in
connection with the preparation of the Registration Statement and
Prospectus and we have reviewed the Incorporated Documents. In
connection with our
-3-
participation in the preparation of the Registration Statement
and the Prospectus, we have not independently verified the
accuracy, completeness or fairness of the statements contained
therein or in the Incorporated Documents, and the limitations
inherent in the review made by us and the knowledge available to
us are such that we are unable to assume, and we do not assume,
any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement, the
Prospectus or the Incorporated Documents, except as otherwise
specifically stated herein. None of the foregoing disclosed to
us any information which gave us reason to believe that the
Registration Statement or the Incorporated Documents, considered
as a whole on the effective date of the Registration Statement,
contained or contain 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 light of
the circumstances under which they were made, not misleading. We
express no opinion as to any document filed by the Company under
the Exchange Act, whether prior or subsequent to such effective
date, except to the extent that such documents are Incorporated
Documents read together with the Registration Statement or the
Prospectus and considered as a whole, nor do we express any
opinion as to the financial statements or other financial data
included in or omitted from, or incorporated by reference in the
Registration Statement, the Prospectus or the Incorporated
Documents.
We express no opinion as to matters governed by any laws
other than the laws of the State of New York, the Federal laws of
the United States of America and, to the extent the foregoing
opinions involve the laws of the State of California, in reliance
upon the opinion of even date herewith of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq., Vice President-General Counsel of the Company, the laws of
the State of California.
The opinions contained herein are rendered to you and are
solely for your benefit and the benefit of the Purchasers
represented by you in connection with the transaction
contemplated by the Purchase Agreement. These opinions may not
be relied upon by you for any other purpose, or furnished to,
quoted or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.
Very truly yours,
MILBANK, TWEED, ▇▇▇▇▇▇ &
▇▇▇▇▇▇
CA:8-K:23
Exhibit C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for the Company
to be delivered pursuant to Article IV, paragraph (E) of the
document entitled Standard Purchase Agreement Provisions, April
1996 Edition, shall be to the effect that:
At the closing, the Purchasers shall have received such
number of copies as are necessary to provide one for each
Purchaser of a letter addressed to the Company and satisfactory
to the Purchasers or the Representative and counsel to the
Purchasers, dated as of the Closing Date and encompassing the
performance of certain procedures described in the letter as of a
date not more than five business days prior to the Closing Date
(the "Cutoff Date"), from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, confirming that
they are independent public accountants with respect to the
Company within the meaning of the Securities Act of 1933, as
amended (the "Act") and the applicable published rules and
regulations of the Commission thereunder, specifically Rule 2-01
of Regulation S-X, and stating in effect (1) that in their
opinion, the financial statements and schedules audited by them
and incorporated by reference in the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the Act, and the Securities Exchange Act of 1934,
as amended the ("Exchange Act") and the published rules and
regulations thereunder, (2) that although they have not audited
any financial statements of the Company as of any date or for any
period subsequent to the prior-year audit, and although they have
conducted an audit for that period, the purpose (and therefore
the scope) of the audit was to enable them to express their
opinion on the financial statements as of that date and for the
year then ended, but not on the financial statements for any
interim period within that year; therefore, they are unable to
and do not express any opinion on the unaudited condensed
consolidated balance sheet as of the latest available interim
date, and the unaudited condensed consolidated statements of
income, reinvested earnings, and cash flows for the latest
available interim period subsequent to that prior-year audit
which are included in the Prospectus and for the comparable
period of the preceding year; they have performed the procedures
specified by the American Institute of Certified Public
Accountants for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on the
latest available unaudited interim condensed consolidated
financial statements prepared by the Company, inquired of certain
officials of the Company responsible for financial and accounting
matters, and read the minutes of the Board of Directors and
shareholders of the Company, all of which procedures have been
agreed to by the Purchasers, nothing has come to their attention
which caused them to believe that: (a) any unaudited interim
condensed consolidated financial statements incorporated by
reference in the Prospectus (i) do not comply as to form in all
material respects with the applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or (ii) have not been
presented in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that
of the audited financial statements incorporated by reference in
the Prospectus; or (b) (i) as of the date of the latest available
unaudited condensed consolidated interim financial statements
prepared by the Company, there have been any changes in the
capital stock or any increase in the short-term indebtedness or
long-term debt of the Company or any decrease in net assets, in
each case as compared with the amounts shown on the latest
balance sheet incorporated by reference in the Prospectus, (ii)
for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the
specified date referred to in the preceding clause (i), there
were any decreases in operating revenues, net operating income,
net income or the Company's ratio to earnings to fixed charges,
in each case as compared with
-2-
the comparable period of the preceding year, or (iii) as of the
Cutoff Date there have been any material changes in the capital
stock or any material increase in the debt of the Company, or any
material decreases in net assets, in each case as compared with
amounts shown in the latest balance sheet included or
incorporated by reference in the Prospectus, and (iv) for the
period from the date of the latest available interim financial
statements referred to in clause (b)(i) above to the Cutoff Date,
there were any material decreases in operating revenues, net
operating income or net income, in each case as compared with the
comparable period of the preceding year, except in all instances
for changes or decreases which the Prospectus discloses have
occurred or may occur or as disclosed in such letter and except
for changes occasioned by the declaration and payment of
dividends on the stock of the Company or occasioned by sinking
fund payments made on the debt securities of the Company, and (3)
that they have performed the following additional procedures with
respect to the ratios of earnings to fixed charges included or
incorporated by reference in the Prospectus: (i) compared the
amounts used in the computation of such ratios with the amounts
included in the financial statements incorporated by reference in
the Prospectus and noted agreement in all material respects, and
(ii) recomputed the ratios and noted agreement in all material
respects.
CA:8-K:25