-----------------
Filed Pursuant
to Rule 424b5
File No. 33-50869
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PROSPECTUS SUPPLEMENT
(To prospectus dated December 2, 1998)
$125,000,000
Bell Atlantic--Pennsylvania, Inc.
Thirty Year 6% Debentures, due December 1, 2028
---------------
The Debentures bear interest at the rate of 6% per year. Interest on the
Debentures is payable on June 1 and December 1 of each year, beginning June 1,
1999. The Debentures will mature on December 1, 2028 and are not redeemable
before maturity.
The Debentures are unsecured and rank equally with all of our other senior
unsecured debt. There is currently no public market for the Debentures. The
Underwriters will purchase all of the Debentures if any are purchased.
---------------
<TABLE>
<CAPTION>
Per
Debenture Total
----------- ---------------
<S> <C> <C>
Public Offering Price(1) ............................................ 99.3% $124,125,000
Underwriting Discount ............................................... .45% $562,500
Proceeds, before expenses, to Bell Atlantic -- Pennsylvania ......... 98.85% $123,562,500
</TABLE>
(1) Purchasers will also be required to pay accrued interest from December 9,
1998, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We expect that the Debentures will be ready for delivery in book-entry form
only through The Depository Trust Company on or about December 9, 1998.
---------------
Merrill Lynch & Co.
PaineWebber Incorporated
Prudential Securities Incorporated
Chase Securities Inc.
Utendahl Capital Partners, L.P.
---------------
The date of this prospectus supplement is December 2, 1998.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
About this Prospectus Supplement ................ S-2
Use of Proceeds ................................. S-2
Certain Terms of the Debentures ................. S-2
Underwriting .................................... S-4
Legal Opinions .................................. S-5
Prospectus
Available Information ........................... 2
Incorporation of Documents by Reference ......... 2
The Company ..................................... 3
Use of Proceeds ................................. 3
Ratio of Earnings to Fixed Charges .............. 3
Description of Securities ....................... 3
Plan of Distribution ............................ 7
Legal Opinions .................................. 8
Experts ......................................... 8
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus that
follows carefully before you invest. Both documents contain important
information you should consider when making your investment decision. This
prospectus supplement contains information about the Thirty Year 6% Debentures,
due December 1, 2028 and the prospectus contains information about our
Debentures generally. This prospectus supplement may add, update or change
information in the prospectus. You should rely only on the information provided
or incorporated by reference in this prospectus supplement and the prospectus.
The information in this prospectus supplement is accurate as of December 2,
1998. We have not authorized anyone else to provide you with different
information.
USE OF PROCEEDS
We will apply the proceeds from the sale of the Debentures to repay
short-term indebtedness and/or for general corporate purposes.
CERTAIN TERMS OF THE DEBENTURES
General
The Debentures will be limited to $125,000,000 aggregate principal amount.
The Debentures will be issued only in registered form under the Indenture, dated
as of September 1, 1998, between the Company and The Chase Manhattan Bank, as
successor Trustee. The Indenture is more fully described in the prospectus under
the section "Description of Securities."
The Debentures will mature on December 1, 2028. We will pay interest on the
Debentures at the annual rate set forth on the cover of this prospectus
supplement. We will pay interest semiannually on each June 1 and December 1,
commencing on June 1, 1999, to the person in whose name the Debentures are
registered at the close of business on the May 15 or November 15 prior to the
payment date. We will pay interest at the office or agency of the Company to be
maintained in New York City, which at the date of this prospectus supplement is
First Union National Bank, 40 Broad Street, Suite 550, New York, New York 10004.
You may be required to surrender the Debentures to collect principal payments.
We may, at our option, pay interest by check mailed to the person entitled
thereto at the address of such person appearing on the register of the
Debentures.
The Debentures will not be redeemable prior to maturity.
S-2
<PAGE>
Book-Entry System
The Debentures will be represented by one or more global debentures (the
"Global Debentures"), registered in the name of a nominee of The Depository
Trust Company ("DTC"), as Depository. As a result, ownership of interests in
such Global Debentures will be shown on, and a transfer thereof will be effected
only through, records maintained by DTC or its nominee for the Debentures and on
the records of participants. Except as otherwise described below, owners of
beneficial interests in the Global Debentures will not be entitled to receive
Debentures in definitive form and will not be considered the holder of the
Debentures.
DTC has advised as follows: It is a limited-purpose trust company which was
created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions between Participants in such securities through electronic
book-entry changes in accounts of its Participants. Participants include
securities brokers and dealers (including the Underwriters), banks and trust
companies, clearing corporations and certain other organizations. Access to
DTC's system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("indirect participants"). Persons
who are not Participants may beneficially own securities held by DTC only
through Participants or indirect participants.
Principal and interest payments on the Debentures registered in the name of
DTC's nominee will be made by the Trustee to DTC's nominee as the registered
owner of the Global Debentures. Under the terms of the Indenture, the Company
and the Trustee will treat the persons in whose names the Debentures are
registered as the owners of the Debentures for the purpose of receiving payment
of principal and interest on the Debentures and for all other purposes
whatsoever. Therefore, neither the Company, the Trustee nor any Paying Agent has
any direct responsibility or liability for the payment of principal or interest
on the Debentures to owners of beneficial interests in the Global Debentures.
DTC has advised the Company and the Trustee that its present practice is, upon
receipt of any payment of principal or interest, to immediately credit the
accounts of the Participants with such payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in the Global
Debentures as shown on the records of DTC.
The Global Debentures are exchangeable only if (a) DTC notifies the Company
that it is unwilling or unable to continue as the depository for the Global
Debentures or if at any time DTC ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, (b) the Company in its sole
discretion determines that the Global Debentures shall be exchangeable for
definitive Debentures in registered form, or (c) an Event of Default has
occurred and is continuing. If the Global Debentures are exchangeable pursuant
to the preceding sentence, they shall be exchangeable for definitive Debentures
in registered form, bearing interest at the same rate, having the same date of
issuance, redemption provisions, if any, maturity and other terms and of
differing denominations aggregating a like amount, subject to the limitations in
the Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
DTC has further advised the Company that DTC's management is aware that
some computer applications, systems and the like for processing data that are
dependent upon calendar dates, including dates before, on, and after January 1,
2000, may encounter "Year 2000 problems." DTC has informed its Participants and
other members of the financial community that it has developed and is
implementing a program so that its systems, as the same relate to the timely
payment of distributions (including principal and interest payments) to security
holders, book-entry deliveries, and settlement of trades within DTC, continue to
function appropriately. This program includes a technical assessment and a
remediation plan, each of which is complete. Additionally, DTC's plan includes a
testing phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed its Participants and other members of the
financial community that it is contacting (and will continue to contact) third
party vendors from whom DTC acquires services to: (i) impress upon them the
importance of such
S-3
<PAGE>
services being Year 2000 compliant; and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, DTC is in the process of developing such contingency
plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to its Participants and other members of the financial community for
informational purposes only and is not intended to serve as a representation,
warranty, or contract modification of any kind.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Chase Securities Inc. and Utendahl Capital Partners, L.P.
(collectively, the "Underwriters"), the Company has agreed to sell to the
Underwriters, and the Underwriters have severally agreed to purchase, the
respective principal amounts of the Debentures set forth opposite their names
below. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Debentures if any are
purchased.
Underwriter Amount
- --------------------------------------------------- --------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ........................... $ 40,000,000
PaineWebber Incorporated ................... 40,000,000
Prudential Securities Incorporated ......... 25,000,000
Chase Securities Inc. ...................... 10,000,000
Utendahl Capital Partners, L.P. ............ 10,000,000
------------
Total ........................ ........ $125,000,000
============
We will also pay our issuing expenses estimated at $100,000. We filed the
Underwriting Agreement with the Securities and Exchange Commission as an exhibit
to a Current Report on Form 8-K.
The Underwriters have advised the Company that they propose initially to
offer the Debentures to the public at the public offering price set forth on the
cover of this prospectus supplement, and to certain dealers at such price less a
concession not in excess of .4% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of .25% of the principal amount of the Debentures to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
This prospectus supplement and the prospectus should not be considered an
offer of the Debentures in states where prohibited by law.
We do not intend to list the Debentures on a national securities exchange.
Although the Underwriters intend to make a market in the Debentures in the
secondary trading market, they are not required to do so and may stop their
market making activities at any time. Liquidity for the Debentures cannot be
assured.
To facilitate this offering, the Underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the Debentures.
Specifically, the Underwriters may over-allot in connection with the offering,
creating a short position in the Debentures for their own account. In addition,
to cover over-allotments or to stabilize the price of the Debentures, the
Underwriters may bid for and purchase Debentures in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer if the syndicate repurchases previously distributed
Debentures in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the
market price of the Debentures above independent market levels. The Underwriters
are not required to engage in these activities, and may end any of these
activities at any time.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
S-4
<PAGE>
The settlement date for the purchase of the Debentures will be December 9,
1998, as agreed upon by the Company and the Underwriters pursuant to Rule 15c6-1
under the Securities Exchange Act of 1934, as amended.
Some of the Underwriters or their affiliates have provided commercial or
investment banking services to us or our parent, Bell Atlantic Corporation, and
certain of its affiliates, and may provide these services in the future. They
receive customary fees and commissions for these services. Chase Securities Inc.
is an affiliate of the Trustee. Walter V. Shipley, the Chairman of the Board and
Chief Executive Officer of The Chase Manhattan Bank, the parent of Chase
Securities Inc., is a director of Bell Atlantic Corporation. John R. Stafford
and Helene L. Kaplan, directors of The Chase Manhattan Corporation, are
directors of Bell Atlantic Corporation.
LEGAL OPINIONS
Julia A. Conover, Vice President, General Counsel and Secretary and a
Director of the Company, will pass on certain legal matters relating to the
Debentures for the Company. Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017 will pass on certain legal matters relating to the
Debentures for the Underwriters. As of November 30, 1998, Ms. Conover owned
beneficially 100 shares and 72,032 options to purchase shares of the Common
Stock of Bell Atlantic Corporation. As of such date, she also had approximately
2,927 shares credited to her account under the Bell Atlantic Savings Plan for
Salaried Employees. Simpson Thacher & Bartlett will rely on the opinion of Julia
A. Conover as to matters of Pennsylvania law. Simpson Thacher & Bartlett from
time to time acts as counsel in certain matters for Bell Atlantic Corporation
and certain of its subsidiaries.
S-5
<PAGE>
P R O S P E C T U S
$300,000,000
Bell Atlantic--Pennsylvania, Inc.
Debt Securities
The Bell Telephone Company of Pennsylvania ("Company") may offer from time
to time in one or more series not more than $300,000,000 (or its equivalent in
foreign denominated currencies or foreign currency units or other composite
currencies) aggregate principal amount of its debt securities ("Securities"), on
terms to be determined at the time the Securities are offered for sale. The
Securities may be offered for sale directly to purchasers and may also be
offered through underwriters, dealers or agents.
The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, currency or currencies in which the
principal, interest, if any, and premium, if any, are payable, authorized
denominations, maturity, rate (or manner of calculation thereof) and time of
payment of interest, if any, whether the Securities are issuable in registered
form or bearer form or both, any redemption terms, the initial public offering
price, the net proceeds to the Company from the sale of the Securities, the
names of any underwriters or agents, any compensation to such underwriters or
agents and any other specific terms in connection with the offering and sale of
the Securities in respect of which this Prospectus is being delivered are set
forth in the 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.
----------------
December 2, 1998
<PAGE>
No person has been authorized to give any information or to make any
representations not contained in this Prospectus or any Prospectus Supplement
in connection with the offer made by this Prospectus or any Prospectus
Supplement and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or by any underwriter,
dealer or agent. This Prospectus and any Prospectus Supplement do not
constitute an offer to sell or a solicitation of an offer to buy any of the
Securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. This
Prospectus and any Prospectus Supplement do not constitute an offer to sell or
a solicitation of an offer to buy any Securities other than those to which they
relate. The delivery of this Prospectus or any Prospectus Supplement at any
time does not imply that the information herein or therein is correct as of any
time subsequent to its date.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
("SEC"). Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as at the
following SEC Regional Offices: 7 World Trade Center, 13th floor, New York, NY
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Such material can also be inspected at the New York Stock
Exchange, on which certain of the Company's debt securities are listed. Copies
can be obtained from the SEC by mail at prescribed rates. Requests should be
directed to the SEC's Public Reference Branch, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549. The SEC also maintains a Web site
(http:// www.sec.gov) that contains reports and other information regarding the
Company.
The Company has filed with the SEC Registration Statements on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statements") under the Securities Act of 1933, as amended ("Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statements, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For further information, reference is
made to the Registration Statements.
----------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC (File
No. 1-6393) and are hereby incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31,1997.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.
All documents subsequently filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, and prior to the termination of the offering of the
Securities, shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein) may be
obtained upon written or oral request without charge by each person, including
any beneficial owner of any Security, to whom this Prospectus is delivered, from
the Director- External Reporting, Bell Atlantic Corporation, 31st Floor, 1717
Arch Street, Philadelphia, PA 19103 (telephone number: 215-963-6360).
2
<PAGE>
THE COMPANY
The Company, incorporated in 1879 under the laws of the Commonwealth of
Pennsylvania, has its principal executive offices at 1717 Arch Street, 32nd
Floor, Philadelphia, PA 19103 (telephone number 215-466-9900).
The Company is engaged in the business of providing telecommunications
services in Pennsylvania. Since January 1, 1984, the Company has been a
wholly-owned subsidiary of Bell Atlantic Corporation ("Bell Atlantic"), one of
the seven regional holding companies formed by American Telephone and Telegraph
Company ("AT&T") in connection with the court-approved divestiture by AT&T of
certain portions of its 22 wholly-owned operating telephone companies.
On August 14, 1997, Bell Atlantic and NYNEX Corporation ("NYNEX"), another
of the regional holding companies, consummated a merger whereby NYNEX became a
subsidiary of Bell Atlantic and NYNEX shareowners received 0.768 of a share of
Bell Atlantic common stock for each share of NYNEX common stock owned.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, which may include the possible redemption or repurchase of
long-term debt, the repayment of short-term debt of the Company, and the
provision of funds for construction, expansion and improvement of the Company's
plant and facilities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
the Company for the periods indicated. The ratios of earnings to fixed charges
for the years ended December 31, 1993-97 have been derived from audited
financial statements and the ratio for the nine months ended September 30, 1998
has been derived from unaudited financial statements.
<TABLE>
<CAPTION>
Years Ended December 31,
Nine Months Ended ---------------------------------------------------------
September 30, 1998 1997 1996 1995 1994 1993
- ------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
5.74 5.26 6.33 5.95 5.25 4.89
</TABLE>
For the purpose of this ratio: (i) earnings have been calculated by adding
interest expense, the estimated interest portion of rentals, and amortization of
capitalized interest to income before the provision for income taxes,
extraordinary items, and cumulative effect of changes in accounting principles;
and (ii) fixed charges are comprised of interest expense, the estimated interest
portion of rentals and capitalized interest.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions
of the Securities to which any Prospectus Supplement may relate. The particular
terms and provisions of the series of Securities offered by a Prospectus
Supplement, and the extent to which such general terms and provisions described
below may apply thereto, will be described in the Prospectus Supplement relating
to such series of Securities.
The Securities are to be issued under an Indenture, dated as of September
1, 1998 (the "Indenture"), between the Company and The Chase Manhattan Bank, as
successor Trustee ("Trustee"). The following summaries of certain provisions of
the Securities and the Indenture do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definition therein of certain terms. Particular
sections of the Indenture which are relevant to the discussion are cited
parenthetically. Wherever particular sections or defined terms of the Indenture
are referred to, it is intended that such sections or defined terms shall be
incorporated herein by reference.
Event Risks
The Indenture contains no provisions designed to shield holders of
Securities from the risk of capital restructuring or highly leveraged
transactions, although certain characteristics of the Securities, and provisions
of the Indenture, may offer holders of Securities certain protection in the
event of such a transaction. The Securities will be unsecured and unsubordinated
indebtedness of the Company and will rank on a parity with the Company's other
unsecured
3
<PAGE>
and unsubordinated indebtedness. Consequently, the Company will not grant
priority over the Securities to debt held by any other creditor without the
prior consent of holders of the Securities in accordance with the Indenture. The
Indenture contains a covenant by the Company (see "Lien on Assets") requiring
the Company to ratably secure the Securities in the event that, with certain
exceptions, the Company mortgages, pledges or subjects to a lien its property or
assets, thereby giving holders of Securities certain protection against the
Company's granting of security to other creditors. Under existing law, issuances
of long-term debt securities by the Company require state regulatory approval.
In addition, all of the common stock of the Company is held by Bell Atlantic.
General
The Indenture does not limit the amount of Securities which can be issued
thereunder and additional debt securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by, or
pursuant to a resolution of, the Company's Board of Directors or by a
supplemental indenture (Sections 2.01, 2.02 and 2.03). Reference is made to the
Prospectus Supplement for the following terms of the particular series of
Securities being offered hereby: (i) the title of the Securities of the series;
(ii) any limit upon the aggregate principal amount of the Securities of the
series; (iii) the date or dates on which the principal of the Securities of the
series will be payable; (iv) the rate or rates (or manner of calculation
thereof), if any, at which the Securities of the series will bear interest, the
date or dates from which any such interest will accrue and on which such
interest will be payable, and, with respect to Securities of the series in
registered form, the record date for the interest payable on any interest
payment date; (v) the place or places where the principal of and interest, if
any, on the Securities of the series will be payable; (vi) any redemption or
sinking fund provisions; (vii) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which will be
payable upon declaration of acceleration of the maturity thereof; (viii) whether
the Securities of the series will be issuable in registered or bearer form or
both, any restrictions applicable to the offer, sale or delivery of Securities
in bearer form ("bearer Securities") and whether the terms upon which bearer
Securities will be exchangeable for Securities in registered form ("registered
Securities") and vice versa; (ix) whether and under what circumstances the
Company will pay additional amounts on the Securities of the series held by a
person who is not a U.S. person (as defined below) in respect of taxes or
similar charges withheld or deducted and, if so, whether the Company will have
the option to redeem such Securities rather than pay such additional amounts;
(x) the currency or currencies, which may be a composite currency such as the
European Currency Unit, of payment of principal of and premium, if any, and
interest on the Securities, if other than U.S. dollars; (xi) the extent to which
any Securities will be issuable in temporary or permanent global form, and the
manner in which any payments on a temporary or permanent global Security will be
made; and (xii) any additional provisions or other special terms not
inconsistent with the provisions of the Indenture, as supplemented from time to
time including any terms which may be required by or advisable under United
States laws or regulations or advisable in connection with the marketing of
Securities of such series. To the extent not described herein, principal and
interest, if any, will be payable, and the Securities of a particular series
will be transferable, in the manner described in the Prospectus Supplement
relating to such series. "Principal" when used herein includes, when
appropriate, the premium, if any, on the Securities.
Each series of Securities will constitute unsecured and unsubordinated
indebtedness of the Company and will rank on a parity with the Company's other
unsecured and unsubordinated indebtedness.
Under the terms of the Indenture, Securities of any series may be issued as
registered Securities or bearer Securities or both as specified in the terms of
the series (Section 2.01). Unless otherwise indicated in the Prospectus
Supplement, Securities will be issued in denominations of $1,000 and integral
multiples thereof and bearer Securities will not be offered, sold, resold or
delivered to U.S. persons in connection with their original issuance. For
purposes of this Prospectus, "U.S. person" means a citizen, national or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, or an estate or trust whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest on bearer Securities will be
payable only against presentation and surrender of the coupons for the interest
4
<PAGE>
installments evidenced thereby as they mature at a paying agency of the Company
located outside of the United States and its possessions (Section 2.05(c)). The
Company will maintain such an agency for a period of two years after the
principal of such bearer Securities has become due and payable. During any
period thereafter for which it is necessary in order to conform to United States
tax law or regulations, the Company will maintain a paying agent outside the
United States and its possessions to which the bearer Securities and coupons
related thereto may be presented for payment and will provide the necessary
funds therefor to such paying agent upon reasonable notice (Section 2.04).
Bearer Securities and the coupons related thereto will be transferable by
delivery (Section 2.08(e)).
If appropriate, federal income tax consequences applicable to a series of
Securities will be described in the Prospectus Supplement relating thereto.
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate principal
amount of registered Securities of the same series and date of maturity in such
authorized denominations as may be requested upon surrender of the registered
Securities at an agency of the Company maintained for such purpose and upon
fulfillment of all other requirements of such agent (Section 2.08(a)).
To the extent permitted by the terms of a series of Securities authorized
to be issued in registered form and bearer form, bearer Securities may be
exchanged for an equal aggregate principal amount of registered or bearer
Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities with
all unpaid coupons relating thereto at an agency of the Company maintained for
such purpose and upon fulfillment of all other requirements of such agent
(Section 2.08(b)). As of the date of this Prospectus, applicable United States
Treasury regulations do not permit exchanges of registered Securities for bearer
Securities and, unless such regulations are modified, the terms of a series of
Securities will not permit registered Securities to be exchanged for bearer
Securities.
Lien on Assets
The Company covenants in the Indenture that, if at any time the Company
mortgages, pledges or otherwise subjects to any lien the whole or any part of
any property or assets now owned or hereafter acquired by it, except as
hereinafter provided, the Company will secure the outstanding Securities, and
any other obligations of the Company which may then be outstanding and entitled
to the benefit of a covenant similar in effect to this covenant, equally and
ratably with the indebtedness or obligations secured by such mortgage, pledge or
lien, for as long as any such indebtedness or obligation is so secured. This
covenant does not apply to the creation, extension, renewal or refunding of
purchase-money mortgages or liens, or other liens to which any property or asset
acquired by the Company is subject as of the date of its acquisition by the
Company, or to the making of any deposit or pledge to secure public or statutory
obligations or with any governmental agency at any time required by law in order
to qualify the Company to conduct its business or any part thereof or in order
to entitle it to maintain self-insurance or to obtain the benefits of any law
relating to workmen's compensation, unemployment insurance, old age pensions or
other social security, or with any court, board, commission or governmental
agency as security incident to the proper conduct of any proceeding before it.
Nothing contained in the Indenture prevents a person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
the Company from mortgaging, pledging or subjecting to any lien, any property or
assets, whether or not acquired from the Company (Section 4.02).
Amendment and Waiver
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the outstanding Securities of each
series affected by the amendment or supplement (with each series voting as a
class), or compliance with any provision may be waived with the consent of the
holders of a majority in principal amount of the outstanding Securities of each
series affected by such waiver (with each series voting as a class). However,
without the consent of each Securityholder affected, an amendment or waiver may
not (i) reduce the amount of Securities whose holders must consent to an
amendment or waiver; (ii) change the rate of or change the time for payment of
interest on any
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Security; (iii) change the principal of or change the fixed maturity of any
Security; (iv) waive a default in the payment of the principal of or interest on
any Security; (v) make any Security payable in money other than that stated in
the Security; or (vi) impair the right to institute suit for the enforcement of
any payment on or with respect to any Securities (Section 9.02). The Indenture
may be amended or supplemented without the consent of any Securityholder (i) to
cure any ambiguity, defect or inconsistency in the Indenture or in the
Securities of any series; (ii) to provide for the assumption of all the
obligations of the Company under the Securities and any coupons related thereto
and the Indenture by any corporation in connection with a merger, consolidation,
transfer or lease of the Company's property and assets substantially as an
entirety, as provided for in the Indenture; (iii) to provide for uncertificated
Securities in addition to or in place of certificated Securities; (iv) to make
any change that does not adversely affect the rights of any Securityholder; (v)
to provide for the issuance of and establish the form and terms and conditions
of a series of Securities or to establish the form of any certifications
required to be furnished pursuant to the terms of the Indenture or any series of
Securities; or (vi) to add to rights of Securityholders (Section 9.01).
Successor Entity
The Company may not consolidate with or merge into, or transfer or lease
its property and assets substantially as an entirety to, another entity unless
the successor entity is a corporation and assumes all the obligations of the
Company under the Securities and any coupons related thereto and the Indenture
and, after giving effect thereto, no default under the Indenture shall have
occurred and be continuing. Thereafter, except in the case of a lease, all such
obligations of the Company terminate (Section 5.01).
Deposit of Money or Government Obligations to Pay Securities The Company has the
right to terminate certain of its obligations under
the Securities and the Indenture with respect to the Securities of any series or
any installment of principal of or interest on the Securities of that series if
the Company deposits with the Trustee, in trust for the benefit of the holders
of the Securities of that series, money or obligations of the United States of
America sufficient to pay, when due, principal and interest on the Securities of
that series to maturity or redemption or such installment of principal or
interest, as the case may be. In such event, however, the Company's obligation
to pay the principal of and interest on the Securities shall survive (Section
8.01).
Events of Default
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Securities: (i) default in the payment of interest
on any Security of such series for 90 days; (ii) default in the payment of the
principal of any Security of such series; (iii) failure by the Company for 90
days after notice to it to comply with any of its other agreements in the
Securities of such series, in the Indenture or in any supplemental indenture
under which the Securities of that series may have been issued; and (iv) certain
events of bankruptcy or insolvency (Section 6.01). If an Event of Default occurs
with respect to the Securities of any series and is continuing, the Trustee or
the holders of at least 25% in principal amount of all of the outstanding
Securities of that series may declare the principal (or, if the Securities of
that series are original issue discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable. Upon such declaration, such
principal (or, in the case of original issue discount Securities, such specified
amount) and all accrued interest thereon shall be due and payable immediately
(Section 6.02).
Securityholders may not enforce the Indenture or the Securities, except as
provided in the Indenture (Section 6.06). The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities (Section
7.01(e)). Subject to certain limitations, holders of a majority in principal
amount of the Securities of each series affected (with each series voting as a
class) may direct the Trustee in its exercise of any trust power (Section 6.05).
The Trustee may withhold from Securityholders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests (Section 7.05). The Company is not
required under the Indenture to furnish any periodic evidence as to the absence
of default or as to compliance with the terms of the Indenture.
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Concerning the Trustee
The Company maintains banking relationships in the ordinary course of
business with the Trustee.
The Trustee also serves as successor trustee under an indenture between the
Company and the Trustee relating to the Company's Forty Year 43/4% Debentures,
due May 1, 2001, Forty Year 71/8% Debentures, due January 1, 2012, Forty Year
83/4% Debentures, due August 15, 2031, and Forty Year 8.35% Debentures, due
December 15, 2030. Walter V. Shipley, the Chairman of the Board and Chief
Executive Officer of the Trustee and The Chase Manhattan Corporation, the parent
of the Trustee, is a director of Bell Atlantic. John R. Stafford and Helene L.
Kaplan, each a director of the Trustee and The Chase Manhattan Corporation, are
directors of Bell Atlantic.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby: (i) directly to
purchasers, (ii) through agents, (iii) through underwriters, (iv) through
dealers or (v) through a combination of any such methods of sale.
The distribution of the Securities may be effected from time to time in one
or more transactions through competitive bidding or otherwise either (i) at a
fixed price or prices, which may be changed, or (ii) at market prices prevailing
at the time of sale, or (iii) at prices related to such prevailing market
prices, or (iv) at negotiated prices.
Offers to purchase Securities may be solicited directly by the Company or
by agents designated by the Company from time to time. Any such agent, which may
be deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis. Agents may be customers of, engage in transactions with
or perform services for the Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to indemnification
against certain civil liabilities, including liabilities under the Securities
Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and, unless the
Company otherwise agrees, the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
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LEGAL OPINIONS
Certain legal matters relating to the Securities offered hereby have been
passed on for the Company by D. Michael Stroud, Vice President and General
Counsel of the Company. As of October 31, 1993, Mr. Stroud owned beneficially
and had options to acquire approximately 16,810 shares of the Common Stock of
Bell Atlantic, receipt of approximately 1,042 of which has been deferred under
certain Bell Atlantic employee benefit plans. As of September 30, 1993, Mr.
Stroud also had approximately 78 common shares credited to his account under the
Bell Atlantic Employee Stock Ownership Plan, and had approximately 1,134 shares
credited to his account under the Bell Atlantic Savings Plan for Salaried
Employees.
EXPERTS
The balance sheets as of December 31, 1997 and 1996 and the statements of
income and accumulated deficit and cash flows for each of the three years in the
period ended December 31, 1997 and the related financial statements schedule,
all incorporated by reference in this Prospectus, have been incorporated herein
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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$125,000,000
Bell Atlantic -- Pennsylvania, Inc.
Thirty Year 6% Debentures, due December 1, 2028
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PROSPECTUS SUPPLEMENT
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Merrill Lynch & Co.
PaineWebber Incorporated
Prudential Securities Incorporated
Chase Securities Inc.
Utendahl Capital Partners, L.P.
December 2, 1998
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