BELL ATLANTIC PENNSYLVANIA INC
8-K, 1997-08-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    August 14, 1997
                                                    -----------------

                      BELL ATLANTIC - PENNSYLVANIA, INC.
       ----------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


        Pennsylvania               1-6393                   23-0397860
        ------------             ----------               --------------
      (State or other         (Commission File           (I.R.S. Employer
      jurisdiction of              Number)              Identification No.)
       incorporation)

            1717 Arch Street, 32nd Floor
             Philadelphia, Pennsylvania                        19103
     ---------------------------------------------             -----
        (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:     (215)466-9900
                                                        -------------

                               (not applicable)
     --------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

 
Item 5. Other Events.

              On August 14, 1997, Bell Atlantic Corporation ("Bell Atlantic"), a
Delaware corporation, and NYNEX Corporation ("NYNEX"), a Delaware corporation,
consummated a merger (the "Merger") whereby Bell Atlantic Merger Venture, Inc.
("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Bell
Atlantic, was merged with and into NYNEX pursuant to an Amended and Restated
Agreement and Plan of Merger, dated as of April 21, 1996, as amended and
restated on July 2,1996, by and between NYNEX and Bell Atlantic and to which
Merger Sub also became a party. As a result of the Merger, NYNEX has become a
wholly subsidiary of Bell Atlantic.

              Prior to the Merger, the assets of NYNEX, through NYNEX's 
subsidiaries (including, principally, New York Telephone Company and New England
Telephone and Telegraph Company),were used to provide a broad range of 
telecommunications-related services. Bell Atlantic intends to continue such uses
for the assets of NYNEX.

Item 7. Financial Statements and Exhibits.

        (c)   The following exhibit is incorporated by reference into this 
report:
              2.1     Amended and Restated Agreement and Plan of Merger, dated
                      as of April 21, 1996, as amended and restated on July 2,
                      1996, by and between NYNEX Corporation and Bell Atlantic
                      Corporation (incorporated herein by reference to Exhibit 2
                      to Bell atlantic Corporation's Registration Statement on
                      Form S-4 No.333-11573).








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<PAGE>
 
                                   SIGNATURE
                                   ---------


     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 hereunto duly authorized.


                                     BELL ATLANTIC - PENNSYLVANIA, INC.


                                     By:  /s/ Janet M. Garrity
                                          ------------------------------
                                          Janet M. Garrity
                                          Assistant Treasurer


 
Dated:  August 15, 1997

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