Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
(Exact name of registrant as specified in its charter)
HAWAII 99-0049500
(State of Incorporation) (I.R.S. Employer
Identification No.)
1177 Bishop Street, Honolulu, Hawaii 96813
(808) 546-3000
(Address and telephone number of principal executive offices)
_________
DAVID S. KAUFFMAN, ESQ. CHARLES J. SOMES,
ESQ.
GTE Service Corporation GTE Telephone Operations
Headquarters
One Stamford Forum P.O. Box 152092
Stamford, Connecticut 06904 Irving, Texas 75015-
2092
(203) 965-2986 (214) 718-6999
(Names, addresses and telephone numbers of agents for
service)
_________
Copies to: GEORGE J. FORSYTH, ESQ., Milbank, Tweed, Hadley
& McCloy,
1 Chase Manhattan Plaza, New York, New York
10005.
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
_________
CALCULATION OF REGISTRATION
FEE
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate
Amount of
of Securities To Be Price Per Offering
Registration
To Be Registered Registered Unit
Price Fee*
Debentures $300,000,000 101% $303,000,000
$104,482.76
* Registration fee is calculated pursuant to Rule 457(a) under
the Securities
Act of 1933.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1995
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
DEBENTURES
________________
GTE Hawaiian Telephone Company Incorporated (the "Company")
intends to offer from time to time up to $300,000,000 aggregate
principal amount of its debentures (the "New Debentures") in one
or more series at prices and on terms to be determined at the
time or times of sale. The aggregate principal amount, rate and
time of payment of interest, maturity, initial public offering
price, if any, redemption provisions and other specific terms of
each series of New Debentures will be set forth in an
accompanying prospectus supplement ("Prospectus Supplement").
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
________________
The Company may sell the New Debentures through
underwriters or agents, or directly to one or more institutional
purchasers. A Prospectus Supplement will set forth the names of
underwriters, if any, any applicable commissions or discounts,
the price of the New Debentures and the net proceeds to the
Company from any such sale or sales.
________________
The date of this Prospectus is , 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"SEC"). These reports and other information can be inspected
and copied at the public reference facilities maintained by the
SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, as well as at the following Regional Offices: Seven
World Trade Center, New York, New York 10048 and 500 West
Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the public reference section of
the SEC at its prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Annual Report on Form 10-K of the Company for the year
ended December 31, 1993;
2. The Quarterly Reports on Form 10-Q of the Company for the
quarters ended March 31, 1994, June 30, 1994, and September 30,
1994; and
3. The Current Report on Form 8-K of the Company dated
January 13, 1994 (filed January 14, 1994).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the
New Debentures hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date
of filing of such documents.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of any such person, including any
beneficial owner, a copy of any or all of the documents referred
to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates. Requests
for such copies should be directed to David S. Kauffman, Esq.,
Assistant Secretary of the Company, at One Stamford Forum,
Stamford, Connecticut 06904. Mr. Kauffman's telephone number is
(203) 965-2986.
THE COMPANY
The Company was incorporated under the laws of the Kingdom of
Hawaii in 1883. The Company is a wholly-owned subsidiary of GTE
Corporation ("GTE") and provides communications services in
Hawaii and throughout the Pacific and Asia. As of December 31,
1994, the Company served 749,023 access lines.
The Company owns a majority interest in the Micronesian
Telecommunications Corporation ("MTC"). MTC, which is
headquartered on Saipan in the Commonwealth of the Northern
Marianas, provides local and international telecommunications
services on the islands of Saipan, Tinian and Rota. In
addition, the Company has a wholly-owned subsidiary, Hawaiian
Tel Insurance Company, which provides auto liability, general
liability and workers' compensation insurance to the Company on
a direct basis.
The Company's principal executive offices are located at 1177
Bishop Street, Honolulu, Hawaii 96813, telephone number (808)
546-3000.
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USE OF PROCEEDS
The net proceeds from the offering and sale of the New
Debentures, exclusive of accrued interest, will be applied
toward the repayment of short-term borrowings incurred for the
purpose of financing the Company's construction program. At
December 31, 1994, the Company had short-term borrowings of
$204,250,000 at an annual average interest rate of 5.9%. The
Company incurred $174,271,000 in construction costs during 1994,
principally for central office equipment, outside plant and land
and buildings. The Company's 1995 construction budget is
currently estimated at approximately $219,000,000. The balance
of the funds for the completion of the 1995 construction program
will be obtained primarily from internal sources and short-term
borrowings.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Nine Months
Ended
September 30, Years Ended December
31
1994(a) 1993(b) 1992 1991 1990
1989
____________
__________________________________
Earnings to Fixed
Charges (Unaudited)(c).... 2.51 .59 2.98 2.64 2.82
2.78
___________
(a) The decline in the nine months ended September 30, 1994
consolidated ratio of earnings to fixed charges reflects
increased operating expenses related to the adoption, effective
January 1, 1993, of Statement of Financial Accounting Standards
(SFAS) No. 106 "Employers' Accounting for Postretirement
Benefits Other than Pensions" on a delayed recognition basis.
Excluding this item, the consolidated ratio of earnings to fixed
charges for the nine months ended September 30, 1994 would have
been 2.86.
(b) The decline in the 1993 consolidated ratio of earnings to
fixed charges reflects increased operating expenses related to a
one-time restructuring charge for the implementation of a re-
engineering plan, and the adoption of SFAS No. 106, partially
offset by the recognition of a settlement gain on the enhanced
early retirement and voluntary separation programs offered to
eligible employees in 1993. Excluding these items, the
consolidated ratio of earnings to fixed charges for the year
ended December 31, 1993 would have been 3.05.
(c) Computed as follows: (1) "earnings" have been calculated by
adding income taxes and fixed charges to net income; (2) "fixed
charges" include interest expense and the portion of rentals
representing interest.
-3-
THE NEW DEBENTURES
The New Debentures are to be issued as one or more series of the
Company's debentures (the "Debentures") under an Indenture,
dated as of February 1, 1995 (the "Indenture"), between the
Company and Hawaiian Trust Company, Limited, as Trustee (the
"Trustee"). By resolution of the Board of Directors of the
Company specifically authorizing each new series of Debentures
(a "Board Resolution"), the Company will designate the title of
each series, aggregate principal amount, date or dates of
maturity, dates for payment and rate of interest, redemption
dates, prices, obligations and restrictions, if any, and any
other terms with respect to each such series. The following
summary does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety
by express reference to, the cited Articles and Sections of the
Indenture and the form of Board Resolution, which are filed as
exhibits to the Registration Statement.
Form and Exchange
The New Debentures are to be issued in registered form only in
denominations of $1,000 and integral multiples thereof and will
be exchangeable for New Debentures of the same series of other
denominations of a like aggregate principal amount without
charge except for reimbursement of taxes, if any. (ARTICLE TWO)
Maturity, Interest and Payment
Information concerning the maturity, interest rate and payment
dates of each series of the New Debentures will be contained in
a Prospectus Supplement relating to that series of New
Debentures.
Redemption Provisions, Sinking Fund and Defeasance
Each series of the New Debentures may be redeemed upon not less
than 30 days' notice at the redemption prices and subject to the
conditions that will be set forth in a Board Resolution and in a
Prospectus Supplement relating to that series of New Debentures.
(ARTICLE THREE) If a sinking fund is established with respect
to any series of the New Debentures, a description of the terms
of such sinking fund will be set forth in a Board Resolution and
in a Prospectus Supplement relating to that series of New
Debentures. The Indenture provides that each series of the New
Debentures is subject to defeasance. (SECTION 11.02)
Restrictions
The New Debentures will not be secured. The Indenture provides,
however, that if the Company shall at any time mortgage or
pledge any of its property, the Company will secure the New
Debentures, equally and ratably with the other indebtedness or
obligations secured by such mortgage or pledge, so long as such
other indebtedness or obligations shall be so secured. There
are certain exceptions to the foregoing, among them that the
Debentures need not be secured:
(i) in the case of (a) purchase money mortgages, (b)
conditional sales agreements or (c) mortgages existing at the
time of purchase, on property acquired after the date of the
Indenture;
(ii) with respect to certain deposits or pledges to secure the
performance of bids, tenders, contracts or leases or in
connection with worker's compensation and similar matters;
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(iii) with respect to mechanics' and similar liens in the
ordinary course of business;
(iv) with respect to the Company's first mortgage bonds
outstanding on the date of the Indenture, issued and secured by
the Company and its predecessors in interest under various
security instruments, all of which have been assumed by the
Company (collectively, the "First Mortgage Bonds"), and any
replacement or renewal (without increase in principal amount or
extension of final maturity date) of such outstanding First
Mortgage Bonds;
(v) with respect to First Mortgage Bonds which may be issued by
the Company in connection with the consolidation or merger of
the Company with or into certain affiliates of the Company in
exchange for or otherwise in substitution for long-term senior
indebtedness of any such affiliate ("Affiliate Debt") which by
its terms (x) is secured by a mortgage on all or a portion of
the property of such affiliate, (y) prohibits long-term senior
secured indebtedness from being incurred by such affiliate, or a
successor thereto, unless the Affiliate Debt shall be secured
equally and ratably with such long-term senior secured
indebtedness or (z) prohibits long-term senior secured
indebtedness from being incurred by such affiliate; or
(vi) with respect to indebtedness required to be assumed by the
Company in connection with the merger or consolidation of
certain affiliates of the Company with or into the Company.
(SECTION 4.05)
The Indenture does not limit the amount of debt securities which
may be issued or the amount of debt which may be incurred by the
Company. (SECTION 2.01) However, while the restriction in the
Indenture described above would not afford holders of the New
Debentures protection in the event of a highly leveraged
transaction in which unsecured indebtedness was incurred, the
issuance of most debt securities by the Company, including the
New Debentures, does require state regulatory approval (which
may or may not be granted). In addition, in the event of a
highly leveraged transaction in which secured indebtedness was
incurred, the above restriction would require the New Debentures
to be secured equally and ratably with such secured
indebtedness, subject to the exceptions described above. It is
unlikely that a leveraged buyout initiated or supported by the
Company, the management of the Company or an affiliate of either
party would occur, because all of the common stock of the
Company is owned by GTE, which has no intention of selling its
ownership in the Company.
Modifications of Indenture
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Debentures of any
series at the time outstanding and affected by such
modification, to modify the Indenture or any supplemental
indenture affecting that series of the Debentures or the rights
of the holders of that series of Debentures. However, no such
modification shall (i) extend the fixed maturity of any
Debenture, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Debenture so affected, or (ii)
reduce the aforesaid percentage of Debentures, the holders of
which are required to consent to any such supplemental
indenture, without the consent of each holder of Debentures then
outstanding and affected thereby. (SECTION 9.02)
-5-
The Company and the Trustee may execute, without the consent of
any holder of Debentures, any supplemental indenture for certain
other usual purposes including the creation of any new series of
Debentures. (SECTIONS 2.01, 9.01 and 10.01)
Events of Default
The Indenture provides that the following described events
constitute "Events of Default" with respect to each series of
the Debentures thereunder: (a) failure for 30 business days to
pay interest on the Debentures of that series when due; (b)
failure to pay principal or premium, if any, on the Debentures
of that series when due, whether at maturity, upon redemption,
by declaration or otherwise, or to make any sinking fund payment
with respect to that series; (c) failure to observe or perform
any other covenant (other than those specifically relating to
another series) in the Indenture for 90 days after notice with
respect thereto; or (d) certain events in bankruptcy, insolvency
or reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal
amount of any series of the Debentures have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the Trustee for that series. (SECTION 6.06)
The Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of any particular series of the
Debentures may declare the principal due and payable immediately
on default with respect to such series, but the holders of a
majority in aggregate outstanding principal amount of such
series may rescind and annul such declaration and waive the
default if the default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any
premium has been deposited with the Trustee. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal
amount of any series of the Debentures may, on behalf of the
holders of all the Debentures of such series, waive any past
default except a default in the payment of principal, premium,
if any, or interest. (SECTION 6.06) The Company is required to
file annually with the Trustee a certificate as to whether or
not the Company is in compliance with all the conditions and
covenants under the Indenture. (SECTION 5.03)
Concerning the Trustee
The Trustee, prior to an Event of Default, undertakes to perform
only such duties as are specifically set forth in the Indenture
and, after the occurrence of an Event of Default, shall exercise
the same degree of care as a prudent individual would exercise
in the conduct of his own affairs. (SECTION 7.01) Subject to
such provision, the Trustee is under no obligation to exercise
any of the powers vested in it by the Indenture at the request
of any holders of Debentures, unless offered reasonable security
or indemnity by such security holders against the costs,
expenses and liabilities which might be incurred thereby.
(SECTION 7.02) The Trustee is not required to expend or risk
its own funds or incur personal financial liability in the
performance of its duties if the Trustee reasonably believes
that repayment or adequate indemnity is not reasonably assured
to it. (SECTION 7.01)
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EXPERTS AND LEGAL OPINIONS
The consolidated financial statements and schedules included or
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1993, which is incorporated
by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein
in reliance upon the authority of said firm as experts in giving
said report. Reference is made to said report on financial
statements of the Company which includes an explanatory
paragraph with respect to the change in the method of accounting
for postretirement benefits other than pensions and for income
taxes as discussed in Note 1 to the financial statements.
Certain legal matters in connection with the New Debentures will
be passed upon for the Company by Richard M. Cahill, Vice
President-General Counsel of the Company, and for the
underwriters, agents or institutional purchasers by Milbank,
Tweed, Hadley & McCloy of New York, New York.
PLAN OF DISTRIBUTION
The Company may sell any series of the New Debentures in one or
more of the following ways: (i) to underwriters for resale to
the public or to institutional purchasers; (ii) directly to
institutional purchasers; or (iii) through Company agents to the
public or to institutional purchasers. The Prospectus
Supplement with respect to each series of New Debentures will
set forth the terms of the offering of such New Debentures,
including the name or names of any underwriters or agents, the
purchase price of such New Debentures and the proceeds to the
Company from such sale, any underwriting discounts or agency
fees and other items constituting underwriters' or agents'
compensation, any initial public offering price, any discounts
or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such New Debentures may be listed.
If underwriters are used in the sale, such New Debentures will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase any series of New
Debentures will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all such New
Debentures if any are purchased. In the event of a default of
one or more of the underwriters involving not more than 10% of
the aggregate principal amount of the New Debentures offered for
sale, the non-defaulting underwriters would be required to
purchase the New Debentures agreed to be purchased by such
defaulting underwriter or underwriters. In the event of a
default in excess of 10% of the aggregate principal amount of
the New Debentures, the Company may, at its option, sell less
than all the New Debentures offered.
Underwriters and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribution with
respect to payments which the underwriters or agents may be
required to make in respect thereof. Underwriters and agents
may be customers of, engage in transactions with, or perform
services for, the Company in the ordinary course of business.
-7-
____________________________________________
_____________________________
No dealer, salesman or any other person has
been authorized to give any information or
to make any representations other than those GTE Hawaiian
Telephone
contained in this Prospectus in connection Company
Incorporated
with the offer contained in this Prospectus, ____________
and, if given or made, such information or
representations must not be relied upon. PROSPECTUS
This Prospectus does not constitute an offer-
____________
ing by the Company or any dealer in any
jurisdiction in which such offering may not
be lawfully made.
TABLE OF CONTENTS
Page
Statement of Available Information... 2
Incorporation of Certain Documents
by Reference........................ 2
The Company.......................... 2
Use of Proceeds...................... 3
Consolidated Ratios of Earnings to
Fixed Charges....................... 3
The New Debentures................... 4
Experts and Legal Opinions........... 7
Plan of Distribution................. 7
____________
, 1995
____________________________________________
_____________________________
H:S-3:10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in
connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and
commissions.
1. Registration fee......................... $104,482.76
2. Trustee's fees .......................... 4,200.00
3. Cost of printing and engraving........... 25,000.00
4. Accounting fees.......................... 13,000.00
5. Rating agencies' fees.................... 83,066.00
6. Miscellaneous............................ 5,251.24
$235,000.00
Item 15. Indemnification of Directors and Officers.
With respect to the indemnification of directors and
officers of the Company, Article 9 of the Charter of
Incorporation of the Company, as amended, generally provides
that the Company shall indemnify present and future officers and
directors for costs, expenses, and liabilities arising out of
any claims or actions connected with their serving as officers
or directors. However, the indemnity does not extend to matters
deemed by a final judgment to be caused by negligence or willful
misconduct of any officer or director acting in an official
corporate capacity. Hawaii law allows indemnification of
officers and directors against expenses incurred in proceedings
or actions, subject to stated exceptions (Hawaii Business
Corporation Act Section 415-5). Section 415-5 also provides
that a corporation shall have the power to purchase and maintain
insurance on behalf of officers and directors "against any
liability asserted against or incurred by ... [the officers or
directors] in any such capacity or arising out of ...status as
such." The Company insures its officers and directors against
certain of the liabilities which might be incurred by them in
such capacities.
Item 16. Exhibits.
See Exhibit Index on Page E-1.
II-1
Item 17. Undertakings.
The Company hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to officers,
directors and controlling persons of the Company pursuant to any
charter provision, by-law or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Company of
expenses incurred or paid by an officer, director or controlling
person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such officer, director or
controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in
the City and County of Honolulu, State of Hawaii, on the 16th
day of February, 1995.
GTE HAWAIIAN TELEPHONE COMPANY
INCORPORATED
(Registrant)
By: WARREN H. HARUKI
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement is signed below by the following
persons in the capacities and on the dates indicated.
(1) Principal executive officer:
WARREN H. HARUKI )
President and Director )
Warren H. Haruki )
)
)
(2) Principal financial officer: )
)
)
)
)
GERALD K. DINSMORE )
Senior Vice President
)February 16, 1995
Gerald K. Dinsmore -Finance and Planning )
and Director )
)
(3) Principal accounting officer: )
)
)
)
)
WILLIAM M. EDWARDS, III )
Controller )
William M. Edwards, III )
II-3
(4) Directors:
RICHARD M. CAHILL )
Director )
Richard M. Cahill )
)
)
)
KENT B. FOSTER )
Director )
Kent B. Foster )
)
)February 16, 1995
)
MICHAEL B. ESSTMAN )
Director )
Michael B. Esstman )
)
)
)
THOMAS W. WHITE )
Director )
Thomas W. White )
II-4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-3 of our report, dated January 28, 1994, included or
incorporated by reference in the Annual Report on Form 10-K of
GTE Hawaiian Telephone Company Incorporated for the year ended
December 31, 1993, and to the reference to our Firm under the
caption "Experts and Legal Opinions" in this Registration
Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
February 16, 1995
II-5
EXHIBIT INDEX
Exhibit
Number
1.1 - Form of Purchase Agreement, including Standard Purchase
Agreement Provisions (February, 1995 Edition).
4.1 - Form of Indenture, dated as of February 1, 1995, between
GTE Hawaiian Telephone Company Incorporated and Hawaiian
Trust Company, Limited, as Trustee.
4.2 - Form of the Board Resolution under which the Debentures
being registered are to be issued.
5 - Opinion and consent of Richard M. Cahill, Esq.
12 - Statement of the consolidated ratios of earnings to fixed
charges.
23.1 - Consent of Arthur Andersen LLP is included elsewhere in
this Registration Statement.
23.2 - Consent of Richard M. Cahill, Esq. (contained in opinion
filed as Exhibit 5).
25 - Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Hawaiian Trust Company, Limited.
26 - Form of Invitation for Bids.
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