<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
----------------
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-6393
BELL ATLANTIC - PENNSYLVANIA, INC.
A Pennsylvania Corporation I.R.S. Employer Identification No. 23-0397860
One Parkway, Philadelphia, Pennsylvania 19102
Telephone Number (215) 466-9900
----------------
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION, MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2).
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Millions)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
OPERATING REVENUES
Local service.................................. $353.7 $340.9
Network access................................. 224.3 203.9
Toll service................................... 125.2 119.5
Directory advertising, billing services
and other (including $10.6 and $10.9
from affiliates).............................. 133.7 130.1
Provision for uncollectibles................... (13.1) (12.6)
------ ------
823.8 781.8
------ ------
OPERATING EXPENSES
Employee costs, including benefits
and taxes..................................... 188.2 178.2
Depreciation and amortization.................. 167.8 154.8
Other (including $137.1 and $134.5 to
affiliates)................................... 261.3 275.7
------ ------
617.3 608.7
------ ------
NET OPERATING REVENUES........................... 206.5 173.1
------ ------
OPERATING INCOME TAXES
Federal........................................ 49.1 36.9
State.......................................... 24.1 17.4
------ ------
73.2 54.3
------ ------
OPERATING INCOME................................. 133.3 118.8
------ ------
OTHER INCOME (EXPENSE)
Allowance for funds used during
construction.................................. .8 .5
Miscellaneous - net............................ (.9) (1.6)
------ ------
(.1) (1.1)
------ ------
INTEREST EXPENSE (including $.7 and $.8 to
affiliate)...................................... 31.7 35.1
------ ------
INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE........ 101.5 82.6
EXTRAORDINARY ITEM
Early Extinguishment of Debt,
Net of Tax.................................... --- (14.9)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
Postemployment Benefits, Net of Tax............ --- (15.9)
------ ------
NET INCOME....................................... $101.5 $ 51.8
====== ======
REINVESTED EARNINGS
At beginning of period......................... $521.2 $522.3
Add: net income................................ 101.5 51.8
------ ------
622.7 574.1
Deduct: dividends.............................. 76.3 78.6
other changes.......................... --- .1
------ ------
At end of period............................... $546.4 $495.4
====== ======
</TABLE>
See Notes to Financial Statements.
-1-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Millions)
ASSETS
------
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
--------- ------------
<S> <C> <C>
CURRENT ASSETS
Accounts receivable:
Customers and agents, net of allowances for
uncollectibles of $49.4 and $50.3........... $ 475.7 $ 467.3
Parent and affiliates........................ 31.4 30.0
Other........................................ 12.3 12.1
Material and supplies.......................... 25.3 27.2
Prepaid expenses............................... 183.1 89.6
Deferred income taxes.......................... 36.3 37.1
Other.......................................... 11.4 8.8
-------- --------
775.5 672.1
-------- --------
PLANT, PROPERTY AND EQUIPMENT.................... 8,690.5 8,636.3
Less accumulated depreciation.................. 3,288.3 3,147.4
-------- --------
5,402.2 5,488.9
-------- --------
OTHER ASSETS..................................... 555.0 558.3
-------- --------
TOTAL ASSETS..................................... $6,732.7 $6,719.3
======== ========
</TABLE>
See Notes to Financial Statements.
-2-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Millions)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
--------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Affiliate................................... $ 120.2 $ 98.8
Other....................................... 1.0 1.0
Accounts payable:
Parent and affiliates....................... 213.7 194.7
Other....................................... 219.4 290.3
Accrued expenses:
Taxes....................................... 98.3 52.5
Other....................................... 136.8 149.7
Advance billings and customer deposits....... 101.8 104.6
-------- --------
891.2 891.6
-------- --------
LONG-TERM DEBT................................. 1,646.1 1,646.1
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS................... 731.1 721.4
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes........................ 760.8 774.4
Unamortized investment tax credits........... 123.9 127.5
Other........................................ 437.8 441.7
-------- --------
1,322.5 1,343.6
-------- --------
SHAREOWNER'S INVESTMENT
Common stock - $20 par value per share....... 1,594.7 1,594.7
Authorized shares: 80,210,000
Outstanding shares: 79,732,681
Contributed capital.......................... .7 .7
Reinvested earnings.......................... 546.4 521.2
-------- --------
2,141.8 2,116.6
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $6,732.7 $6,719.3
======== ========
</TABLE>
See Notes to Financial Statements.
-3-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Millions)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1994 1993
------ -------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES ...... $147.2 $ 177.2
------ -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant, property and equipment.... (77.1) (111.0)
Net change in note receivable from affiliate.. --- (175.8)
Other, net.................................... (2.5) (1.3)
------ -------
Net cash used in investing activities........... (79.6) (288.1)
------ -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings...................... --- 470.0
Principal repayments of capital lease
obligations.................................. (.2) (.2)
Early extinguishment of debt and related
call premium................................. --- (157.2)
Net change in note payable to affiliate....... 21.4 (88.1)
Dividends paid................................ (76.3) (78.6)
Net change in outstanding checks drawn
on controlled disbursement accounts.......... (12.5) (34.3)
------ -------
Net cash used in financing activities........... (67.6) 111.6
------ -------
NET CHANGE IN CASH ............................. --- .7
CASH, BEGINNING OF PERIOD ...................... --- ---
------ -------
CASH, END OF PERIOD ............................ $ --- $ .7
====== =======
</TABLE>
See Notes to Financial Statements.
-4-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying financial statements are unaudited and have been prepared
by Bell Atlantic - Pennsylvania, Inc. (formerly The Bell Telephone Company of
Pennsylvania) (the Company) pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). The December 31, 1993 balance sheet
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles. In the
opinion of management, these financial statements include all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the results of operations, financial position and cash flows. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. The Company
believes that the disclosures made are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1993.
(2) Dividend
On May 2, 1994, the Company declared and paid a dividend in the amount of
$100.0 million to Bell Atlantic Corporation (Bell Atlantic).
(3) Restatement - First Quarter 1993
Results of operations for the three months ended March 31, 1993 were
restated in the fourth quarter of 1993 to reflect the cumulative effect of the
adoption of Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits," effective January 1, 1993.
-5-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
SELECTED OPERATING DATA
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
At March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Network Access Lines in Service:
Residence............................. 3,730 3,675
Business.............................. 1,791 1,724
Public................................ 77 78
----- -----
5,598 5,477
===== =====
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Carrier Access Minutes of Use:
Interstate........................... 3,338,894 3,019,570
Intrastate........................... 1,086,466 893,839
--------- ---------
4,425,360 3,913,409
========= =========
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------
1994 1993
------- --------
<S> <C> <C>
Toll Messages:
Message Telecommunication Services.... 194,801 176,240
Unidirectional Long-Distance Services. 21,425 34,388
Corridor.............................. 4,210 3,151
------- -------
220,436 213,779
======= =======
</TABLE>
-6-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
Item 2. Management's Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction H(2).)
This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements.
RESULTS OF OPERATIONS
Net income for the quarter ended March 31, 1994 increased $49.7 million from
the corresponding period last year. Results for the first quarter of 1993
reflect an after-tax charge of $15.9 million for the adoption of Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," and a $14.9 million extraordinary charge, net of tax,
for the early extinguishment of debt.
OPERATING REVENUES
Operating revenues increased $42.0 million or 5.4% for the first quarter of
1994 from the corresponding period last year. The increase in total operating
revenues was comprised of the following:
<TABLE>
<CAPTION>
(Dollars In Millions)
---------------------
<S> <C>
Local service....................... $12.8
Network access...................... 20.4
Toll service........................ 5.7
Directory advertising, billing
services and other................ 3.6
Less: Provision for uncollectibles.. .5
-----
$42.0
=====
</TABLE>
Local service revenues are earned from the provision of local exchange, local
private line, and public telephone services. Local service revenues increased
$12.8 million or 3.8% in the first quarter of 1994. The increase resulted
primarily from growth in network access lines and higher demand for value-added
central office services such as Custom Calling. Access lines in service at
March 31, 1994 increased 2.2% from March 31, 1993 (see Selected Operating Data
on page 6).
Network access revenues are received from interexchange carriers (IXCs) for
their use of the Company's local exchange facilities in providing long-distance
services to IXCs' customers and from end-user subscribers. Switched access
revenues are derived from usage-based charges paid by IXCs for access to the
Company's network. Special access revenues arise from access charges paid by
customers who have private lines, and end-user access revenues are earned from
local exchange carrier customers who pay for access to the network.
Network access revenues increased $20.4 million or 10.0% in the first quarter
of 1994. Access minutes of use were 13.1% higher than the first quarter of 1993
(see Selected Operating Data on page 6), due to the effects of a recovering
economy and inclement weather in the region. In addition to this volume growth,
network access revenues increased due to lower support payments to the National
Exchange Carrier Association (NECA) interstate common line pool. Revenue
increases were partially offset by the effect of an interstate rate reduction
filed by the Company with the Federal Communications Commission (FCC), which
became effective on July 2, 1993. In its April 1, 1994 tariff filing, the
Company filed revised rates which will become effective July 1, 1994, subject to
FCC approval. These revised rates, net of lower support obligations to the NECA
interstate common line pool, are not expected to significantly change current
levels of interstate access revenues.
Toll service revenues are earned from interexchange usage services such as
Message Telecommunication Services (MTS), Unidirectional Services (Wide Area
Toll Service (WATS) and 800 services), Corridor Services between southeastern
Pennsylvania and southern New Jersey, and private line services. Toll service
revenues increased $5.7
-7-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
million or 4.8% in the first quarter of 1994. Total toll message volumes, which
were partially winter storm-driven, were 3.1% higher than the first quarter of
1993 (see Selected Operating Data on page 6). Volume-driven growth in MTS and
Corridor was partially offset by declines in revenues from WATS and private line
services, principally due to competitive pressures.
Directory advertising, billing services and other revenues include amounts
earned from directory advertising, billing and collection services provided to
IXCs, premises services such as inside wire installation and maintenance, rent
of Company facilities by affiliates and non-affiliates, and certain nonregulated
enhanced network services.
Directory advertising, billing services and other revenues increased $3.6
million or 2.8% in the first quarter of 1994, principally due to higher
revenues from yellow pages directory advertising. Also contributing to the
revenue increase were increases in premises services revenues, principally as
a result of higher business volumes, and growth in revenues from Answer Call,
a nonregulated enhanced network service. These revenue increases were
partially offset by lower facilities rental revenues.
The provision for uncollectibles, expressed as a percentage of total operating
revenues, was 1.6% in the first quarter of both 1994 and 1993.
OPERATING EXPENSES
Operating expenses increased $8.6 million or 1.4% in the first quarter of 1994
from the corresponding period last year. The increase in total operating
expenses was comprised of the following:
<TABLE>
<CAPTION>
Increase/(Decrease)
(Dollars In Millions)
---------------------
<S> <C>
Employee costs ..................... $ 10.0
Depreciation and amortization ...... 13.0
Other .............................. (14.4)
------
$ 8.6
======
</TABLE>
Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by the Company. Similar costs
incurred by employees of Bell Atlantic Network Services, Inc. (NSI), who provide
centralized services on a contract basis, are allocated to the Company and are
included in other operating expenses. Employee costs increased $10.0 million or
5.6% in the first quarter of 1994, due to a combination of salary and wage
increases and higher postretirement benefits costs. The effect of winter storms
on repair and maintenance activity contributed to the increase in employee
costs.
The Company continues to evaluate ways to streamline and restructure its
operations and reduce its workforce requirements in an effort to improve its
cost structure.
Depreciation and amortization expense increased $13.0 million or 8.4% in the
first quarter of 1994. The increase was due primarily to additional
depreciation expense resulting from a change in the depreciable lives of certain
classes of plant, as approved by the Pennsylvania Public Utility Commission
(PUC), effective July 1, 1993. Also contributing to the increase was higher
depreciation expense resulting from growth in the level of depreciable plant.
Other operating expenses consist primarily of contracted services including
centralized service expenses allocated from NSI, rent, network software costs,
operating taxes other than income, and other general and administrative
expenses. Other operating expenses decreased $14.4 million or 5.2% in the
first quarter of 1994. Other operating expenses decreased principally due to
decreased software development costs associated with the enhancement of the
Company's network, and the effect of one-time accruals for certain liabilities
recorded in the first quarter
-8-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
of 1993. These decreases were offset in part by increased material costs as a
result of higher repair and maintenance activity due to the effect of winter
storms.
OPERATING INCOME TAXES
The provision for income taxes increased $18.9 million or 34.8% in the first
quarter of 1994. The Company's effective income tax rate was 41.8% in the first
quarter of 1994, compared to 39.2% for same period in 1993. The increase in the
effective tax rate was principally the result of federal tax legislation enacted
in the third quarter of 1993, which increased the federal corporate tax rate
from 34% to 35%, and an increase in state income taxes resulting from higher
pretax income.
INTEREST EXPENSE
Interest expense decreased $3.4 million or 9.7% in the first quarter of 1994,
principally due to the effect of long-term debt refinancings in 1993.
COMPETITIVE ENVIRONMENT
The communications industry is currently undergoing fundamental changes which
may have a significant impact on future financial performance of
telecommunications companies. These changes are driven by a number of factors,
including the accelerated pace of technological innovation, the convergence of
telecommunications, cable television, information services and entertainment
businesses, and a regulatory environment in which many traditional regulatory
barriers are being lowered and competition permitted or encouraged.
Communications services and equipment and the number of competitors offering
such services are continuing to expand. The Company's telecommunications
business is currently subject to competition from numerous sources, including
competitive access providers for network access services and competing cellular
telephone companies. An increasing amount of this competition is from large
companies which have substantial capital, technological and marketing resources,
many of which do not face the same regulatory constraints as the Company. Other
potential sources of competition are cable television systems, shared tenant
services and other non-carrier systems which are capable of partially or
completely bypassing the Company's local network.
The entry of well-financed competitors, such as large long-distance carriers
and other local exchange service competitors, has the potential to adversely
affect multiple revenue streams of the Company including local exchange, local
access, and long-distance services in the market segments and geographical areas
in which the competitors operate. The amount of revenue reductions will depend
on competitors' success in marketing these services, and the conditions of
interconnection established by regulators. The potential impact is expected to
be offset, to some extent, by revenues from interconnection charges to be paid
to the Company by these competitors.
The Company continues to focus its efforts on becoming more competitive and
seeking growth opportunities. The Company's responses to competitive challenges
include an increased emphasis on meeting customer requirements through the rapid
introduction of new products and services, the delivery of increased customer
value, and the development of customer loyalty programs. In addition, the
Company continues to strive for increased pricing flexibility through efforts to
reprice and repackage existing competitive services, reduce its cost structure
and workforce through consolidation, re-engineering and streamlining
initiatives, and to achieve an improved regulatory and legislative environment.
Other important competitive responses, including the development of broadband
networks, will improve the Company's ability to take advantage of the growth
opportunities created by technological advances and the convergence of the
communications, information services and entertainment industries.
-9-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
REGULATORY ENVIRONMENT
Federal Regulation
------------------
Recent FCC regulatory rulings have sought to expand competition for special
and switched access services. Effective February 1994, the FCC ordered local
exchange carriers, including the Company, to allow competing carriers to
interconnect to the local exchange network for the purpose of providing
switched access transport services. The terms and conditions of this ruling
are similar to those for special access collocation ordered during 1992. The
principal goal of the FCC's collocation rulings is to encourage competition
for these services. The FCC also granted additional, but limited, pricing
flexibility for these services so that the local exchange carriers can better
respond to the competition that will result. The Company does not expect the
net revenue impact of special access collocation to be material. Revenue
losses from switched access collocation, however, may be larger than from
special access collocation. Bell Atlantic and certain other parties have
appealed both the special and switched access collocation orders. Appeals of
the switched access collocation order have been stayed pending a decision on
the appeal of the special access collocation order. Bell Atlantic expects the
appeal on the special access collocation order to be decided in 1994.
In February 1994, the FCC initiated a rulemaking proceeding to determine the
effectiveness of the price cap rules and decide what changes, if any, should be
made to those rules. Under proposed rulemaking, the FCC identified for
examination three broad sets of issues including those related to the basic
goals of price regulation, the operation of price caps and the transition of
local exchange services to a fully competitive market. This rulemaking is
expected to be concluded by the end of 1994. Any changes to the current price
cap plan are expected to be effective January 1, 1995 or shortly thereafter. At
this time, the Company cannot estimate the financial impact, if any, that would
result if the FCC revised its current price cap rules.
State Regulation
----------------
The communications services of the Company are subject to regulation by the
PUC with respect to intrastate rates and services and other matters.
The Company continues to operate under traditional rate of return regulation,
but it is pursuing regulatory reform.
On July 8, 1993, legislation was enacted in Pennsylvania which enabled the
Company to petition the PUC to regulate the Company under a form of regulation
other than rate-base rate of return regulation. On October 1, 1993, the Company
filed its petition and plan with the PUC which contained (i) six proposed
competitive services (directory advertising, billing services, Centrex, Speed
Call, Repeat Call and paging) for removal from price and earnings regulations,
(ii) a price stability mechanism which caps revenue increases through tariff
rate changes for other (noncompetitive) services in any year at the increase in
the Gross Domestic Product-Price Index in the previous year less 2.25%, and
(iii) a network deployment schedule which commits to universal broadband
availability in its telecommunications network by 2015. Hearings on this
petition and plan were held in February 1994. On April 28, 1994, the
Administrative Law Judges issued a non-binding recommendation that the PUC
reject the Company's petition and plan for an alternative form of regulation.
The PUC has until June 30, 1994 to approve, reject or modify the Company's
alternative regulation plan. The next step in the process is for the Company to
file exceptions by May 11, 1994.
REGULATORY ACCOUNTING
The Company conducts ongoing evaluations of its accounting practices, many of
which have been prescribed by regulators. These evaluations include the
assessment of whether costs that have been deferred as a result of actions of
regulators and the cost of the Company's telephone plant will be recoverable in
the future. In the event recoverability of costs becomes unlikely due to
changes in cost-based regulation to
-10-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
another form of regulation, decisions by the Company to accelerate deployment
of new technology, or increasing levels of competition, the Company may no
longer apply the provisions of Statement of Financial Accounting Standards No.
71, "Accounting for the Effects of Certain Types of Regulation" (Statement No.
71). The discontinued application of Statement No. 71 would require the
Company to write off its regulatory assets and liabilities and may require the
Company to adjust the carrying amount of its telephone plant should it
determine that such amount is not recoverable. The Company believes that it
continues to meet the criteria for continued financial reporting under
Statement No. 71. A determination in the future that such criteria are no
longer met may result in a significant one-time, non-cash, extraordinary
charge, if the Company determines that a substantial portion of the carrying
value of its telephone plant may not be recoverable.
OTHER MATTERS
Environmental Issues
--------------------
The Company is subject to a number of environmental matters as a result of its
operations and shared liability provisions in the Plan of Reorganization,
related to the Modification of Final Judgment. Certain of these environmental
matters relate to Superfund sites for which the Company has been designated as a
potentially responsible party by the U.S. Environmental Protection Agency.
Designation as a potentially responsible party subjects the named company to
potential liability for costs relating to cleanup of the affected sites. The
Company is also responsible for the remediation of sites with underground fuel
storage tanks and other expenses associated with environmental compliance.
The Company continually monitors its operations with respect to potential
environmental issues, including changes in legally mandated standards and
remediation technologies. The Company's recorded liability reflects those
specific issues where remediation activities are currently deemed to be probable
and where the cost of remediation is estimable. Management believes that the
aggregate amount of any potential liability would not have a material effect on
the Company's financial condition or results of operations.
FINANCIAL CONDITION
Management believes that the Company has adequate internal and external
resources available to meet ongoing operating requirements, including network
expansion and modernization, and payment of dividends. Management expects that
presently foreseeable capital requirements will be financed primarily through
internally generated funds, although additional long-term debt may be needed to
fund development activities and to maintain the Company's capital structure
within management's guidelines.
The Company's debt ratio was 45.2% at March 31, 1994, compared to 45.2% at
December 31, 1993 and 48.9% at March 31, 1993.
As of March 31, 1994, the Company had $300.0 million remaining under a shelf
registration statement filed with the Securities and Exchange Commission.
-11-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For background concerning the Company's contingent liabilities under
the Plan of Reorganization governing the divestiture by AT&T
Corporation (formerly American Telephone and Telegraph Company) of
certain assets of the former Bell System Operating Companies with
respect to private actions relating to pre-divestiture events,
including pending antitrust cases, see Item 3 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
Item 6. Exhibits and Reports on Form 8-K
(b) There were no Current Reports on Form 8-K filed during the
quarter ended March 31, 1994.
-12-
<PAGE>
Bell Atlantic - Pennsylvania, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BELL ATLANTIC - PENNSYLVANIA, INC.
Date: May 12, 1994 By /s/ William Harral
--------------------------------------
William Harral
Vice President - External Affairs
and Chief Financial Officer
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 9, 1994.
-13-
