Gte Corp · S-8 · On 12/15/95

Filed On 12/15/95   ·   SEC File 33-65025   ·   Accession Number 40858-95-160

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   ·   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7±    30K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   2±     8K 

S-8   ·   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

                              Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION            
Washington, D.C. 20549            

____________            

FORM S-8            
REGISTRATION STATEMENT            
Under           
THE SECURITIES ACT OF 1933            

____________            

GTE CORPORATION           
(Exact name of registrant as specified in its charter)            

New York                              13-1678633        
(State of Incorporation)            (I.R.S. Employer                  
Identification No.)                                                             

ONE STAMFORD FORUM, STAMFORD, CONNECTICUT 06904           
(Address of principal executive offices)          

GTE HOURLY SAVINGS PLAN           
(Full title of the plan)          

J. MICHAEL KELLY            
One Stamford Forum            
Stamford, Connecticut 06904           
(203 965-2000)            
(Name, address and telephone number of agent for service)           
____________            

CALCULATION OF REGISTRATION FEE           
_________________________________________________________________               
_____________                                                                   

              Proposed      Proposed
             Maximum       Maximum
Title of            Amount       Offering      Aggregate                  
Amount of                                                                       
Securities Being       to be        Price Per     Offering                      
Registration                                                                    
Registered        Registered     Share         Price                      
Fee                                                                             
_________________________________________________________________               
_____________                                                                   

Common Stock, par                                                               
value $.05 per                                                                  
share*............  2,000,000 shs.  $42.57**    $85,140,000**                   
$29,358.63**                                                                    
_________________________________________________________________               
_____________                                                                   

* In addition, pursuant to Rule 416(c) under the Securities Act                 
of 1933, this registration statement also covers an indeterminate               
amount of interests to be offered and sold pursuant to the                      
employee benefit plan described herein.                                         

**  The shares are to be offered at prices not presently                        
determinable.  The fee is calculated upon the average of the high               
and low prices of the Common Stock on the composite tape of New                 
York Stock Exchange issues on December 11, 1995.  As permitted by               
Rule 429 under the Securities Act of 1933, the prospectus                       
incorporated by reference in this Registration Statement also                   
covers 505,162 shares of common stock previously registered and                 
unissued (Registration Statement No. 33-46612).  The Registrant                 
previously paid a filing fee of $38,050 with such registration                  
statement ($4,805 of which is associated with the 505,162 shares                
of common stock covered by the prospectus incorporated by                       
reference in this Registration Statement).                                      

PART II           

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT            

Item 3.  Incorporation of Certain Documents by Reference                        

The Annual Report on Form 10-K for the year ended December            
31, 1994, of GTE Corporation ("GTE"), GTE's Notice of 1995 Annual               
Meeting and Proxy Statement dated March 3, 1995 issued in                       
connection with the Annual Meeting of Shareholders held on April                
19, 1995, the 1994 Annual Report on Form 11-K of GTE Hourly                     
Savings Plan and the description of Common Stock of GTE contained               
in GTE's Form S-3 Registration Statement (File No. 33-61661), the               
Quarterly Reports on Form 10-Q of GTE for the quarters ended                    
March 31, 1995, June 30, 1995 and September 30, 1995, and the                   
Current Reports on Form 8-K of GTE dated February 17, 1995,                     
September 28, 1995, November 9, 1995 and November 17, 1995 all as               
filed with the Securities and Exchange Commission (the "SEC"),                  
are incorporated herein by reference.  All documents filed by GTE               
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities                 
Exchange Act of 1934, as amended (the "Exchange Act") after the                 
date of this Registration Statement and prior to the termination                
of the offering of the securities hereunder shall be deemed to be               
incorporated by reference in this Registration Statement and to                 
be part hereof from the date of filing of such documents.                       

Item 4.  Description of Securities                                              

Not applicable.                                                       

Item 5.  Interests of Named Experts and Counsel                                 

Not applicable.                                                       

Item 6.  Indemnification of Directors and Officers                              

GTE is a New York corporation.  As permitted by New York              
law, and as set forth in GTE's By-Laws, a director or officer of                
GTE is entitled to indemnification by GTE against reasonable                    
expenses, including attorneys' fees, incurred in connection with                
a civil or criminal proceeding in which such director or officer                
has been involved, or to which he has been or is threatened to                  
be, made a party, by reason of being a director or officer.  In                 
addition, indemnification may be provided against judgments,                    
fines and amounts paid in settlement in such proceedings.  In                   
general, however, indemnification is not available where the                    
director or officer acted in bad faith or personally gained a                   
financial profit or other advantage to which he was not legally                 
entitled.  The directors and officers of GTE also are covered by                
insurance policies against certain liabilities which might be                   
incurred by them in such capacities.                                            

II-1            

Insofar as indemnification for liabilities arising under the          
Securities Act of 1933 (the "Act") may be permitted to officers,                
directors and controlling persons of GTE pursuant to any charter                
provision, by-law, contract, arrangement, statute or otherwise,                 
GTE has been advised that in the opinion of the SEC, such                       
indemnification is against public policy as expressed in the Act,               
and is, therefore, unenforceable.  In the event that a claim for                
indemnification against such liabilities (other than payment by                 
GTE of expenses incurred or paid by an officer, director or                     
controlling person of GTE 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, GTE will, unless in the opinion of its counsel the                  
matter has been settled by controlling precedent, submit to the                 
court of appropriate jurisdiction the question whether such                     
indemnification by it is against public policy as expressed in                  
the Act and will be governed by the final adjudication of such                  
issue.                                                                          

Item 7.  Exemption from Registration Claimed                                    

Not Applicable.                                                       

Item 8.  Exhibits                                                               

(1)  See Exhibit Index on Page E-1.                                   

(2)  GTE has submitted the employee benefit plan described            
herein and any amendments thereto to the Internal Revenue Service               
("IRS") in a timely manner and GTE hereby undertakes that it will               
make all changes required by the IRS in order to qualify such                   
plan.                                                                           

Item 9.  Undertakings                                                           

(1)  GTE hereby undertakes to file, during any period in              
which offers or sales are being made, a post-effective amendment                
to this registration statement to include any material                          
information with respect to the plan of distribution not                        
previously disclosed in this registration statement or any                      
material change to such information in this registration                        
statement, and that for the purpose of determining any liability                
under the Act, 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 bone fide offering thereof.                   
GTE also hereby undertakes 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.                                                                       

(2)  GTE hereby undertakes that, for the purpose of                   
determining any liability under the Act, each filing of GTE's                   
annual report pursuant to Section 13(a) or Section 15(d) of the                 
Exchange Act 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.                                         

(3)  With respect to indemnification for liabilities arising          
under the Securities Act, see Item 6.                                           

II-2            

SIGNATURES            

Pursuant to the requirement 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-8 and has duly caused this Registration Statement to be signed                
on its behalf by the undersigned, thereunto duly authorized, in                 
the City of Stamford, and State of Connecticut, on the 15th day                 
of December, 1995.                                                              

               GTE CORPORATION
              (Registrant)

              J. MICHAEL KELLY
              (J. Michael Kelly)
               Senior Vice President - Finance

Pursuant to the requirements of the Securities Act of 1933,           
this Registration Statement has been signed by the following                    
persons in the capacities and on the date indicated.                            

(1)  Principal executive officer:                                               

                 )
CHARLES R. LEE                           )                    
(Charles R. Lee)      Chairman of the Board    )                
 and Chief Executive )
Officer          )
                 )
(2)  Principal financial officer:                 )                             
                 )
                 )
                 )
J. MICHAEL KELLY                          )                     
(J. Michael Kelly)     Senior Vice President    )                 
-Finance          ) 
                 )
(3)  Principal accounting officer:                ) December 15,                
1995                                                                            
                 )
                 )
                 )
LAWRENCE R. WHITMAN                       )                     
(Lawrence R. Whitman)   Vice President and  )                       
Controller        ) 
                 )
(4)  Directors:                                 )                               
                 )
                 )
                 )
EDWIN L. ARTZT                                )               
(Edwin L. Artzt)      Director          )                       
                 )
                 )
                 )
JAMES R. BARKER                           )                     
(James R. Barker)      Director          )                        

II-3            

(4)  Directors (cont'd.):                                                       

EDWARD H. BUDD                          )                   
(Edward H. Budd)     Director          )                      
                 )
                 )
                 )
KENT B. FOSTER                           )                    
(Kent B. Foster)      Director          )                       
                 )
                 )
                 )
JAMES L. JOHNSON                          )                     
(James L. Johnson)     Director          )                        
                 )
                 )
                 )
RICHARD W. JONES                          )                     
(Richard W. Jones)     Director          )                        
                 )
                 )
                 )
JAMES L. KETELSEN                         )                     
(James L. Ketelsen)    Director          )                        
                 )
                 )
                 )
CHARLES R. LEE                           ) December 15,       
1995                                                                            
(Charles R. Lee)      Director          )                       
                 )
                 )
                 )
MICHAEL T. MASIN                         )                    
(Michael T. Masin)    Director          )                       
                 )
                 )
                 )
SANDRA O. MOOSE                          )                    
(Sandra O. Moose)     Director          )                       
                 )
                 )
                 )
RUSSELL E. PALMER                         )                     
(Russell E. Palmer)    Director          )                        
                 )
                 )
                 )
HOWARD SLOAN                            )                   
(Howard Sloan)       Director          )                      
                 )
                 )
                 )
ROBERT D. STOREY                          )                     
(Robert D. Storey)     Director          )                        

HrSavPln:6                                                                      
II-4            

SIGNATURE           

The Plan.                                                                       

Pursuant to the requirements of the Securities Act of 1933,           
the GTE Service Corporation Employee Benefits Committee/Savings                 
Plan Committee has duly caused this Registration Statement to be                
signed on its behalf by the undersigned, thereunto duly                         
authorized, in the City of Stamford, and State of Connecticut on                
the 15th day of December, 1995.                                                 

  GTE SERVICE CORPORATION EMPLOYEE
BENEFITS                                                                        
  COMMITTEE/SAVINGS PLAN COMMITTEE

    J. RANDALL MACDONALD
    (J. Randall MacDonald)
        Chairman, Employee Benefits Committee/
Savings Plan Committee        

II-5            

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS           

As independent public accountants, we hereby consent to the           
incorporation by reference in this Registration Statement on Form               
S-8 of our reports dated January 26, 1995, included in GTE                      
Corporation's Annual Report on Form 10-K for the year ended                     
December 31, 1994 and of our report dated June 9, 1995, included                
in the GTE Hourly Savings Plan's Annual Report on Form 11-K for                 
the year ended December 31, 1994.                                               

         ARTHUR ANDERSEN LLP
         ARTHUR ANDERSEN LLP

Stamford, Connecticut,                                                          
December 15, 1995.                                                              

II-6            
HRSAVPLN/8                                                                      

Dates Referenced Herein   and   Documents Incorporated By Reference

This S-8 Filing		Date		Other Filings
		12/31/94		11-K, 10-K405
		1/26/95
		2/17/95		8-K
		3/3/95		DEF 14A
		3/31/95		10-Q
		4/19/95		DEF 14A
		6/9/95
		6/30/95		10-Q
		9/28/95
		9/30/95		10-Q
		11/9/95		8-K
		11/17/95		8-K
		12/11/95
Filed On / Filed As Of		12/15/95
Effective As Of		1/3/96
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