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 from certain investment banks ("Invited
Bidders"), each of whom may bid either individually (a "Sole
Bidder") or as part of a group of bidders for which the Invited
Bidder serves as the representative of such group (the
"Representative"), 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.
Invited Bidders may examine, at the office of the Secretary
of the Company, 600 Hidden Ridge, Irving, Texas 75038, 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 and the First Supplemental Indenture dated as of July
1, 1996 (the Indenture as so supplemented is herein called
the "Indenture") under which the Debentures are to be
issued, together with the form of 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 (July 1996 Edition))
to be used in submitting bids for the purchase of the
Debentures;
(e) the form of questionnaire to be provided by each
of the 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 Restated Articles of Incorporation of the Company, the
Indenture, and other exhibits to the Registration Statement) will
be supplied upon request, so long as available, to Invited
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 Irving and
Stamford.
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2. Information Regarding the Bidders to be Furnished to the
Company.
In the case of a bid by a group of bidders, the
Representative shall be designated and authorized as the
representative of the several bidders in such group in the
questionnaires filed by the members of the group.
In the case of a bid by a group of bidders, the
Representative shall provide to the Company in writing a list of
the names of any potential bidder in its group no later than
10:00 A.M. on the business day immediately preceding the date
scheduled for the submission of bids. No bid by a group of
bidders will be accepted by the Company if such group contains a
member to which the Company has objected prior to 5:00 P.M. on
the business day immediately preceding the date scheduled for the
submission of bids. Additional members may be added to a group of
bidders after 10:00 A.M. on the business day immediately
preceding the date scheduled for the submission of bids only with
the consent of the Company.
No bid will be considered unless the Sole Bidder, or in the
case of a group of bidders, each member of the group through the
Representative, 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 by the Sole
Bidder or by each member of the group of bidders (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 the business day immediately preceding the date
scheduled for the submission of bids (or on such later date as
may be determined pursuant to Section 5 hereof). Notwithstanding
the furnishing of such questionnaires to the Company, any Sole
Bidder, or the Representative on behalf of a group of bidders,
thereafter may determine, without liability to the Company, not
to bid, or any of the several members of a group (other than the
Representative) may withdraw therefrom at or before the time of
submission of the bid of such group.
3. Obligations of a Representative to a Group of Bidders
In the case of a group of bidders, the Representative shall
(i) distribute to the members of the group any due diligence
materials received by it from the Company and (ii) upon the
request of any member of such group, request from the Company and
deliver to such member of the group copies of the documents
listed in Section 1 hereof.
4. Form and Contents of Bids.
Each bid shall be for the purchase of all of the Debentures.
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
the Representative, who shall be empowered to bind the bidders in
the group. No bidder may submit or participate in more than one
bid.
5. 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
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Sole Bidder or the Representative on behalf of the members of a
group of bidders. Each bid must specify: (a) the interest rate,
which shall be a multiple of 1/8 of 1% or 1/100 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
100% 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 Invited Bidder,
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 business day
immediately preceding the newly scheduled date for the submission
of bids.
6. 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 upon such rebidding the lowest annual cost of
money to the Company is again provided by two or more improved
bids, the Company may without liability to the maker of any other
bid accept any one of such improved bids in its sole discretion,
or may reject all bids. If no improved bid is made within the
time fixed by the Company, the Company may without liability to
the maker of any other bid accept any one of the initially
submitted bids providing the lowest annual cost of money to the
Company, or may reject all bids.
The Company further reserves the right to reject the bid of
any Sole 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, 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 submitted, the member or members
to which, in the opinion of the Company's counsel, the Debentures
may not be lawfully sold 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.
7. 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 number of copies of the Purchase
Agreement as shall be reasonably requested by the Representative
of the successful bidders. Upon the
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acceptance of a bid, the successful Sole 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
the prospectus supplement 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 over the Company, and other
information required by law in respect of the purchase or sale of
the Debentures as herein contemplated.
8. 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.
9. 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 has 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 has reviewed or will review the corporate
proceedings with respect to the issue and sale of the Debentures.
Invited 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.: Robert W. Mullen, Jr., 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 Sole Bidder who has, or the
Representative of any group of 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
_____, 199_
HI:8-K:45
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 New Debentures will not be redeemable prior to
_________. The "initial regular redemption price" of the New
Debentures 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 beginning ________,
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.]
NAME OF BIDDER:
_________________________________________________________
TELEPHONE NUMBER TO BE USED TO CALL IN BID:
_____________________________
TIME AND DATE BID RECEIVED:
_____________________________________________
(to be completed by GTE Service Corporation on behalf of the
Company)
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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% or 0.01%;
- 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 100% 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 203-965-2937 or 203-965-4237.
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.
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BID:
Interest Rate ________________ %
Price to be paid to the Company ________________ %
___________________________________
(Name of Bidder)
__________________________________
(Authorized Signature)
HI:8-K:48