Exhibit
26
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
Invitation For Bids For the Purchase of
$____,000,000 _____% Debentures, Series _, Due ____
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED (the "Company")
is inviting bids, subject to the terms and conditions stated
herein, for the purchase from it of $___,000,000 aggregate
principal amount of its ____% Debentures, Series _, Due ___ (the
"Debentures").
1. Information Respecting the Company and the Debentures.
Prospective bidders may examine, at the office of the
President of the Company, 1177 Bishop Street, Honolulu, Hawaii,
96813 , or at the office of GTE Service Corporation, 10th Floor,
One Stamford Forum, Stamford, Connecticut 06904 (Telephone (203)
965-2986), on any business day between 10:00 A.M. and 4:00 P.M.,
the following:
(a) the Registration Statement on Form S-3 (including the
Prospectus, documents incorporated by reference and exhibits),
with respect to the Debentures;
(b) the Charter of Incorporation of the Company, as
amended;
(c) a copy of the Indenture dated as of February 1, 1995
(herein called the "Indenture") under which the Debentures are
to be issued, together with the resolution of the Board of
Directors of the Company specifically authorizing the issuance
of the Debentures;
(d) the form of Purchase Agreement (including the Standard
Purchase Agreement Provisions (February, 1995 Edition)) to be
used in submitting bids for the purchase of the Debentures;
(e) the form of questionnaire to be provided by
prospective bidders; and
(f) memoranda prepared by counsel to the Company with
respect to the status of the Debentures under securities or blue
sky laws of certain jurisdictions.
Copies of said documents in reasonable quantities (except
the Charter of Incorporation of the Company, the Indenture, and
other exhibits to the Registration Statement) will be supplied
upon request, so long as available, to prospective bidders.
The Company reserves the right to amend the Registration
Statement (including exhibits thereto) and Prospectus and to
supplement the Prospectus in such manner as shall not be
unsatisfactory to Messrs. Milbank, Tweed, Hadley & McCloy. The
Company will make copies of any such amendments or supplements
available for examination at the above offices in Honolulu and
Stamford.
2. Information Respecting the Bidders to be Furnished to the
Company.
In the case of a bid by a group of bidders, the several
bidders in the group shall act through a duly authorized
representative or representatives (the "Representative"), who
may be included in such group, and who shall be designated and
authorized as such in the questionnaires filed by members of
such group.
-2-
No bid will be considered unless the bidder, or in the case
of a group of bidders, each member of the group, shall have
furnished to the Company, and the Company shall have received,
two signed copies of the form of questionnaire referred to
above, properly filled out (the Company reserving, however, the
right to waive the form of the questionnaire or any irregularity
which it deems to be immaterial in any such questionnaire and to
extend either generally or in specific instances the time for
furnishing questionnaires, and specifically reserving the right
to obtain all required bidder information by telegraph or other
means of communication). Such copies shall be furnished to the
Company at the office of GTE Service Corporation, 10th Floor,
One Stamford Forum, Stamford, CT 06904, Attention: David S.
Kauffman, Esq., before 5:00 P.M., New York City time on
____________________ (or on such later date as may be determined
pursuant to Section 4 hereof). Notwithstanding the furnishing
of such questionnaires to the Company, any prospective bidder or
group of prospective bidders thereafter may determine, without
liability to the Company, not to bid, or any of the several
members of a group may withdraw therefrom and additional members
may be added thereto if a questionnaire properly filled out and
signed by each additional member is filed at or before the time
of submission of the bid of such group. Without the consent of
the Company not more than three additional members may be so
included in such group after the time or any extended time for
filing questionnaires shall have expired.
3. Form and Contents of Bids.
Each bid shall be for the purchase of all of the
Debentures.
Each bid may be made by a single bidder or by a group of
bidders. In case the bid of a group of bidders is accepted, the
obligations of the members of the group to purchase the
respective principal amounts of Debentures indicated in the bid
shall be several and not joint. Such bidders shall act through
a duly authorized Representative who may be included in the
group and said Representative shall be empowered to bind the
bidders in the group. No bidder may submit or participate in
more than one bid.
4. Submission of Bids and Delivery of Confirmation of Bids.
All bids must be submitted by telephone and confirmed in
writing in the manner set forth in Exhibit A, Confirmation of
Bid, attached, signed by the Representative on behalf of the
members of a group of bidders, or in the case of a single
bidder, by such bidder. Each bid must specify: (a) the interest
rate, which shall be a multiple of 1/8 of 1%; and (b) the price
to be paid to the Company for the Debentures, which shall be
expressed as a percentage of the principal amount of the
Debentures and shall not be less than 98% thereof nor more than
101% thereof. The Confirmation of Bid shall specify the same
interest rate and price specified in the telephonic bid.
The Company reserves the right in its discretion from time
to time to postpone the time and the date for submission of bids
for an aggregate period
of not exceeding thirty days, and will give notice of any such
postponement to each prospective bidder, or the Representative
of each group of prospective bidders, who have filed
questionnaires as provided in Section 2 hereof, specifying in
such notice the changes in the times and dates set forth in the
Purchase Agreement occasioned by such postponement. In the
event that any such postponement should be for a period of more
than three full business days after the date of sending or
delivering such notice, the time for filing of questionnaires by
prospective bidders under Section 2 hereof shall by such notice
be postponed to 5:00 P.M., New York City time, at the place of
delivery specified in Section 2 hereof, on the third full
business day prior to the postponed date for presentation and
opening of bids.
-3-
5. Acceptance or Rejection of Bids.
The Company may reject all bids, but if any bid for the
Debentures is accepted the Company will accept that bid which
shall result in the lowest "annual cost of money" to the Company
for the Debentures, and any bid not so accepted by the Company
shall, unless such bid shall be involved in rebidding as
hereinafter provided, be deemed to have been rejected. The
lowest annual cost of money to the Company for the Debentures
shall be determined by the Company and such determination shall
be final. In case the lowest annual cost of money to the
Company is provided by two or more such bids, the Company
(unless it shall reject all bids) will give the makers of such
identical bids an opportunity (the duration of which the Company
may in its sole discretion determine) to improve their bids.
The Company will accept, unless it shall reject all bids, the
improved bid providing the Company with the lowest annual cost
of money for the Debentures. If no improved bid is made within
the time fixed by the Company, or if upon such rebidding the
lowest annual cost of money to the Company is again provided by
two or more bids, the Company may without liability to the maker
of any other bid accept any one of such bids in its sole
discretion, or may reject all bids.
The Company further reserves the right to reject the bid of
any bidder or group of bidders if the Company, in the opinion of
its counsel, may not lawfully sell the Debentures to such bidder
or to any member of such group, and to reject the bid of any
bidder or group of bidders if such bidder or any member of such
group is in such relationship with the Trustee under the
Indenture or the trustee under the Company's first mortgage
indenture as would disqualify any such trustee under Section
310(b) of the Trust Indenture Act of 1939, as amended, from
acting as trustee under the respective indenture if the bid of
such bidder or group of bidders should be accepted, unless, in
the case of a group of bidders, prior to 1:00 P.M., New York
City time, on the date on which the bids are opened, the member
or members to which, in the opinion of the Company's counsel,
the Debentures may not be lawfully sold or which would cause
such disqualification have withdrawn from the group and the
remaining members have agreed to purchase the Debentures which
such withdrawing member or members had offered to purchase.
6. Purchase Agreement and Completion of Registration Statement.
The Company will signify its acceptance of a bid by signing
the Purchase Agreement. The Company shall, upon request,
execute the acceptance on additional copies of the Purchase
Agreement furnished by the Representative of the successful
bidders. Upon the acceptance of a bid, the successful bidder,
or, in the case of a bid by a group of bidders, the
Representative on behalf of the successful bidders, shall
furnish to the Company, in writing, all information regarding
the bidder or bidders and the public offering, if any, of the
Debentures required in connection with any post-effective
amendment to the Registration Statement, any further information
regarding the bidders and the public offering, if any, to be
made by them, which may be required to complete the applications
filed by the Company with public authorities having
jurisdiction, and other information required by law in respect
of the purchase or sale of the Debentures as herein
contemplated.
7. Delivery of the Debentures.
The Debentures will be delivered in temporary or definitive
form, at the election of the Company, to the purchasers of the
Debentures at the place, at the time and in the manner indicated
in the Purchase Agreement, against payment of the purchase price
therefor as provided in the Purchase Agreement.
-4-
8. Opinion of Counsel for the Purchasers.
Messrs. Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan
Plaza, New York, N.Y. 10005, have been requested by the Company
to act as counsel for the successful bidder or bidders of the
Debentures and to give to the purchasers an opinion as outlined
in the Purchase Agreement. Such counsel have reviewed or will
review, from the standpoint of possible purchasers of the
Debentures, the form of the Registration Statement and the
Prospectus and competitive bidding papers, including the
Purchase Agreement, and have reviewed or will review the
corporate proceedings with respect to the issue and sale of the
Debentures. Prospective bidders may confer with Messrs.
Milbank, Tweed, Hadley & McCloy with respect to any of the
foregoing matters at the offices of said firm, 1 Chase Manhattan
Plaza, New York, N.Y. 10005, Attn.: George J. Forsyth, Esq. The
successful bidders are to pay the compensation and disbursements
of such counsel, except as otherwise provided in the Purchase
Agreement. Such counsel will, on request, advise any
prospective bidder who has, or the Representative of any group
of prospective bidders who have, furnished questionnaires as
provided in Section 2 hereof, of the amount of such compensation
and of the estimated amount of such disbursements.
GTE HAWAIIAN TELEPHONE COMPANY
INCORPORATED
President
_____________, 1995
H:S-3:132
EXHIBIT A
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
(the "Company")
CONFIRMATION OF BID FOR
$___,000,000 ____% Debentures, Series _, Due ____
(the "Debentures")
TERMS
Maturity: ________________.
Interest Payable: Semi-annually on _____ and _____, commencing
______,
____.
Redemption Provisions:
[The Debentures will not be redeemable prior to maturity.]
OR
[The redemption price applicable to redemptions to and
including _______ (the "initial regular redemption price") will
be the initial public offering price as defined below plus the
rate of interest on the 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
Debentures, the initial public offering price of the Debentures
shall be the price, expressed in percentage of principal amount
(exclusive of accrued interest), at which the Debentures are to
be initially offered for sale to the public; if there is not a
public offering of the Debentures, the initial public offering
price of the 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.
None of the Debentures may be called for redemption at the
option of the Company prior to _____________ if such redemption
is for the purpose or in anticipation of refunding any
Debentures by the application, directly or indirectly, of funds
borrowed by the Company at an annual cost of money (calculated
in accordance with generally accepted financial practice) less
than the annual cost of money to the Company resulting from the
sale of the Debentures to the Purchasers (If Applicable)]
NAME OF BIDDER:
_________________________________________________________
TELEPHONE NUMBER TO BE USED TO CALL IN BID:
_____________________________
-2-
TIME AND DATE BID RECEIVED:
_____________________________________________
(to be completed by GTE Service Corporation on behalf of the
Company)
By submitting this bid, the bidder named above agrees to the
following terms and conditions:
o Each bid shall be for the purchase of all of the Debentures.
o Each bid may be made by a single bidder or by a group of
bidders.
o The bidder acknowledges that it (and all members of the
bidding group it represents) has received a copy of the
Prospectus dated _________________.
o If the bid is made by a group of bidders, the undersigned
represents and warrants that it is fully authorized by all
bidders in the group to act on their behalf and to bind them to
the terms of the Purchase Agreement relating to the Debentures.
o Each bid shall specify:
- the annual interest rate on the Debentures, which rate
shall be a multiple of 1/8%;
- the price (exclusive of accrued interest) to be paid to
the Company for the Debentures, which price shall not be less
than 98% and not more than 101% of the principal amount of the
Debentures, and that accrued interest on the Debentures from
_______________, to the date of payment of the Debentures and
the delivery thereof will be paid to the Company by the
purchaser or purchasers; and
- in the case of a bid by a group of bidders, the name
of, and amount to be purchased by each bidder;
o Bids must be received by 10:00 A.M., New York City time, on
____________, ____, or such later time and/or date as the
Company may specify (the "Bid Time").
o Bids shall be irrevocable for one (1) hour after the Bid
Time.
o The winning bid shall be selected on the basis of the lowest
"annual cost of money" to the Company.
o Whether or not this bid is accepted by the Company, an
executed copy of this Confirmation of Bid must be sent promptly
by facsimile to GTE Service Corporation on behalf of the Company
at 203-965-3209 or 203-965-2830.
o If this bid is accepted, upon acceptance the undersigned
agrees to promptly furnish to the Company a signed copy of the
Purchase Agreement relating to the Debentures and a copy of all
information required to be included in the Prospectus relating
to the Debentures.
o Closing Date: __________________ at 10:00 A.M., New York
City time.
-3-
BID:
Interest Rate ________________ %
Price to be paid to the Company
________________ %
___________________________________
(Name of Bidder)
__________________________________
(Authorized Signature)
H:S-3:135