Registration No. 33-
57743
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
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]
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 JUNE 5, 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 Annual Report on Form 10-K of the Company for the year ended
December 31, 1994, as amended on June 2, 1995, and the Quarterly
Report on Form 10-Q of the Company for the quarter ended March
31, 1995, are incorporated herein by reference.
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 March 31,
1995, the Company served 755,810 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 March 31,
1995, the Company had short-term borrowings of
$184,448,000 at an annual average interest rate of 6.0%. 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 $205,000,000, of which
$32,119,000 has been incurred through March 31, 1995, principally
for central office equipment, outside plant and land and
buildings. 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
Three Months
Ended
March 31, Years Ended December 31
1995(a) 1994(a) 1993(b) 1992
1991 1990
___________
______________________________________
Consolidated Ratios of
Earnings to Fixed
Charges (Unaudited)(c).. 2.03 2.03 - 2.98 2.64 2.82
___________
(a) The decline in the three months ended March 31, 1995 and the
year ended December 31, 1994 consolidated ratios 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
ratios of earnings to fixed charges for the three months ended
March 31, 1995 and the year ended December 31, 1994 would have
been 2.48 and 2.41, respectively.
(b) Results for 1993 include an after-tax restructuring charge of
$48,000,000 for the implementation of a re-engineering plan, and
additional after-tax costs of $12,000,000 related to the adoption
of SFAS No. 106, partially offset by the recognition of
$5,000,000 of after-tax settlement gains resulting from the
enhanced early retirement and voluntary separation programs
offered to eligible employees in 1993. This caused earnings to
be inadequate to cover fixed charges by approximately $15,000,000
and resulted in the consolidated ratio of earnings to fixed
charges declining to .59. 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;
-4-
(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)
-6-
EXPERTS AND LEGAL OPINIONS
The consolidated financial statements and schedules 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:PEA#2:10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
See Exhibit Index on Page E-1.
II-1
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
5th day of June, 1995.
GTE HAWAIIAN TELEPHONE COMPANY
INCORPORATED
(Registrant)
By: WARREN H. HARUKI
_____________________________
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 )
June 5, 1995
Gerald K. Dinsmore -Finance and Planning )
and Director )
)
(3) Principal accounting officer: )
)
)
)
)
WILLIAM M. EDWARDS, III )
__________________________________ Controller )
William M. Edwards, III )
II-2
(4) Directors:
RICHARD M. CAHILL )
__________________________________ Director )
Richard M. Cahill )
)
)
)
KENT B. FOSTER )
__________________________________ Director )
Kent B. Foster )
)
) June 5, 1995
)
MICHAEL B. ESSTMAN )
__________________________________ Director )
Michael B. Esstman )
)
)
)
THOMAS W. WHITE )
__________________________________ Director )
Thomas W. White )
II-3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 25, 1995, incorporated by reference in GTE
Hawaiian Telephone Company Incorporated's Form 10-K for the year
ended December 31, 1994, as amended, and to all references to our
firm included in this registration statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
June 2, 1995
II-4
EXHIBIT INDEX
Exhibit
Number
_______
12.3 - Statement of the consolidated ratios of earnings to fixed
charges for the three months ended March 31, 1995.
23.1 - Consent of Arthur Andersen LLP is included elsewhere in
this Registration Statement.
E-1
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