<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 1-7150
BELL ATLANTIC - WEST VIRGINIA, INC.
A West Virginia Corporation I.R.S. Employer Identification No. 54-0142020
1500 MacCorkle Avenue, S.E., Charleston, West Virginia 25314
Telephone Number (304) 343-9911
----------------
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 - West Virginia, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
OPERATING REVENUES
Local service............................... $ 71,952 $ 68,940
Network access.............................. 43,966 41,353
Toll service................................ 19,434 19,678
Directory advertising, billing services
and other (including $1,258 and $1,177
from affiliates)........................... 13,431 12,241
Provision for uncollectibles................ (1,333) (945)
-------- --------
147,450 141,267
-------- --------
OPERATING EXPENSES
Employee costs, including benefits
and taxes.................................. 33,417 31,086
Depreciation and amortization............... 26,261 28,839
Other (including $24,391 and $22,060 to
affiliates)................................ 45,731 45,206
-------- --------
105,409 105,131
-------- --------
NET OPERATING REVENUES........................ 42,041 36,136
-------- --------
OPERATING INCOME TAXES
Federal..................................... 11,026 8,589
State....................................... 4,017 3,925
-------- --------
15,043 12,514
-------- --------
OPERATING INCOME.............................. 26,998 23,622
-------- --------
OTHER INCOME (EXPENSE)
Allowance for funds used during
construction............................... 205 162
Miscellaneous - net......................... (339) (581)
-------- --------
(134) (419)
-------- --------
INTEREST EXPENSE (including $118 and $241 to
affiliate)................................... 4,796 5,303
-------- --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE...................... 22,068 17,900
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
Postemployment Benefits, Net of Tax......... --- (7,397)
-------- --------
NET INCOME.................................... $ 22,068 $ 10,503
======== ========
REINVESTED EARNINGS
At beginning of period...................... $ 41,833 $ 47,769
Add: net income............................. 22,068 10,503
-------- --------
63,901 58,272
Deduct: dividends........................... 17,140 15,150
other changes....................... --- 9
-------- --------
At end of period............................ $ 46,761 $ 43,113
======== ========
</TABLE>
See Notes to Financial Statements.
-1-
<PAGE>
Bell Atlantic - West Virginia, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
ASSETS
------
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
---------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash........................................... $ --- $ 6,730
Note from affiliate............................ 3,433 ---
Accounts receivable:
Customers and agents, net of allowances for
uncollectibles of $3,253 and $3,077......... 69,723 63,925
Affiliates................................... 12,199 15,166
Other........................................ 3,467 2,848
Material and supplies.......................... 3,074 2,836
Prepaid expenses............................... 10,670 11,605
Deferred income taxes.......................... 591 680
Other.......................................... 1,101 1,101
---------- ----------
104,258 104,891
---------- ----------
PLANT, PROPERTY AND EQUIPMENT.................... 1,528,016 1,518,354
Less accumulated depreciation.................. 598,089 577,344
---------- ----------
929,927 941,010
---------- ----------
OTHER ASSETS..................................... 48,981 50,789
---------- ----------
TOTAL ASSETS..................................... $1,083,166 $1,096,690
========== ==========
</TABLE>
See Notes to Financial Statements.
-2-
<PAGE>
Bell Atlantic - West Virginia, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
---------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Affiliate................................... $ --- $ 20,387
Other....................................... 54 55
Accounts payable:
Parent and affiliates....................... 32,510 35,466
Other....................................... 25,652 30,379
Accrued expenses:
Taxes....................................... 20,790 9,687
Other....................................... 27,705 26,943
Advance billings and customer deposits....... 14,158 13,956
---------- ----------
120,869 136,873
---------- ----------
LONG-TERM DEBT................................. 263,688 263,679
---------- ----------
EMPLOYEE BENEFIT OBLIGATIONS................... 130,632 128,866
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes........................ 87,643 88,064
Unamortized investment tax credits........... 23,460 24,100
Other........................................ 63,974 67,136
---------- ----------
175,077 179,300
---------- ----------
SHAREOWNER'S INVESTMENT
Common stock, without par value,
owned by parent............................. 340,482 340,482
Contributed capital.......................... 5,657 5,657
Reinvested earnings.......................... 46,761 41,833
---------- ----------
392,900 387,972
---------- ----------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $1,083,166 $1,096,690
========== ==========
</TABLE>
See Notes to Financial Statements.
-3-
<PAGE>
Bell Atlantic - West Virginia, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1994 1993
-------- --------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES ...... $ 48,322 $ 37,992
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant, property and equipment.... (14,286) (24,290)
Net change in note receivable from affiliate.. (3,433) ---
Other, net.................................... (415) (379)
-------- --------
Net cash used in investing activities........... (18,134) (24,669)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease
obligations.................................. (15) (140)
Net change in note payable to affiliate....... (20,387) 4,109
Dividends paid................................ (17,140) (15,150)
Net change in outstanding checks drawn
on controlled disbursement accounts.......... 624 (2,142)
-------- --------
Net cash used in financing activities........... (36,918) (13,323)
-------- --------
NET CHANGE IN CASH ............................. (6,730) ---
CASH, BEGINNING OF PERIOD ...................... 6,730 ---
-------- --------
CASH, END OF PERIOD ............................ $ --- $ ---
======== ========
</TABLE>
See Notes to Financial Statements.
-4-
<PAGE>
Bell Atlantic - West Virginia, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying financial statements are unaudited and have been
prepared by Bell Atlantic - West Virginia, Inc. (formerly The Chesapeake and
Potomac Telephone Company of West Virginia) (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
$21,150,000 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 - West Virginia, Inc.
SELECTED OPERATING DATA
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
At March 31,
------------
1994 1993
----- -----
<S> <C> <C>
Network Access Lines in Service:
Residence.................................... 554 546
Business..................................... 166 158
Public....................................... 10 11
---- ----
730 715
==== ====
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1994 1993
-------- --------
<S> <C> <C>
Carrier Access Minutes of Use:
Interstate............................ 506,182 452,287
Intrastate............................ 101,704 84,383
------- --------
607,886 536,670
======= ========
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1994 1993
-------- --------
<S> <C> <C>
Toll Messages:
Message Telecommunication Services..... 9,205 9,288
Unidirectional Long-Distance Services.. 1,053 1,327
------ --------
10,258 10,615
====== ========
</TABLE>
-6-
<PAGE>
Bell Atlantic - West Virginia, 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 $11,565,000 from the
corresponding period last year. Results for the first quarter of 1993 reflect
an after-tax charge of $7,397,000 for the adoption of Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits".
OPERATING REVENUES
Operating revenues increased $6,183,000 or 4.4% 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>
Increase/(Decrease)
(Dollars in Thousands)
----------------------
<S> <C>
Local service............................. $3,012
Network access............................ 2,613
Toll service.............................. (244)
Directory advertising, billing
services and other....................... 1,190
Less: Provision for uncollectibles....... 388
------
$6,183
======
</TABLE>
Local service revenues are earned from the provision of local exchange, local
private line, and public telephone services. Local service revenues increased
$3,012,000 or 4.4% 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 and Caller ID. Access lines in
service at March 31, 1994 increased 2.1% 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 $2,613,000 or 6.3% in the first quarter of
1994. Access minutes of use were 13.3% 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. The increase in network access
revenues is due to customer demand as reflected by growth in access minutes of
use and increased access lines in service. These 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 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), and private line services. Toll service
revenues decreased $244,000 or 1.2% in the first quarter of 1994. Total toll
message volumes, were 3.4% lower than the same period last year (see Selected
Operating Data on page 6). The decrease in toll service revenues was due to
competitive pressures on WATS and private line services, while MTS revenues
and volumes remained substantially unchanged.
-7-
<PAGE>
Bell Atlantic - West Virginia, Inc.
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
$1,190,000 or 9.7% in the first quarter of 1994. This increase was primarily
due to higher revenues from yellow pages directory advertising, higher volumes
in billing and collection services and increased demand for voice messaging
services such as Answer Call.
The provision for uncollectibles, expressed as a percentage of total operating
revenues, was .9% for the first quarter of 1994 and .7% for the same period last
year.
OPERATING EXPENSES
Operating expenses increased $278,000 or .3% 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 Thousands)
----------------------
<S> <C>
Employee costs ........................ $2,331
Depreciation and amortization ......... (2,578)
Other ................................. 525
------
$ 278
======
</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 $2,331,000 or
7.5% in the first quarter of 1994, due to a combination of salary and wage
increases and overtime, and an increase in the number of employees. 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 decreased $2,578,000 or 8.9% in the
first quarter of 1994 due primarily to lower depreciation expense resulting from
the completion, in December 1993, of accelerated depreciation for analog
switching equipment. This decrease was partially offset by higher depreciation
expense due to an increase 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 increased $525,000 or 1.2% in the first
quarter of 1994. The increase was principally due to increased costs for
contracted services as a result of higher employee costs and taxes allocated
from NSI, increased costs for the deployment of network software to support new
switching equipment associated with enhancing the Company's network, and higher
operating taxes other than income due to increased property taxes resulting from
higher property assessments. Substantially offsetting these increases were the
effect of one-time accruals for certain liabilities recorded in the first
quarter of 1993, decreased contracted services from non-affiliates due in part
to the winter storms, and lower rent expense to non-affiliates.
OPERATING INCOME TAXES
The provision for income taxes increased $2,529,000 or 20.2% in the first
quarter of 1994. The Company's effective income tax rate was 40.5% in the first
quarter of 1994, compared to 41.2% for the same period in 1993. The first
quarter 1994 effective tax rate reflects the effect of the reversal of certain
deferred tax balances in the
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<PAGE>
Bell Atlantic - West Virginia, Inc.
first quarter of 1994, partially offset by an increase in the federal corporate
tax rate from 34% to 35% as a result of federal tax legislation enacted in the
third quarter of 1993.
INTEREST EXPENSE
Interest expense decreased $507,000 or 9.6% in the first quarter of 1994,
principally due to the effect of a long-term debt refinancing in 1993 and a
reduction of short-term debt levels.
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
communications, information services and entertainment industries.
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
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<PAGE>
Bell Atlantic - West Virginia, Inc.
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
Public Service Commission of West Virginia (PSC) with respect to intrastate
rates and services and other matters.
The Company continues to operate under the provisions of the Incentive
Regulation Plan which was approved by the PSC, with some modifications, in
December 1991. The Incentive Regulation Plan gives the Company pricing
flexibility for competitive services and freezes the rates for basic local
exchange service. It also committed the Company to invest an additional $450
million from 1991 through 1995 in West Virginia's telecommunications
infrastructure, provides the Company some flexibility in setting depreciation
rates, and allows the Company to petition for a surcharge to reflect changes in
federally mandated separations procedures and accounting rules. The Incentive
Regulation Plan also provides for the phased elimination of Locality Rate Area
charges, which are basic service charges paid by customers who are located
farthest from the central office. Under the PSC's December 1991 order, the
freeze on rates for basic service and the phase out of Locality Rate Area
charges will end on December 31, 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 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. 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
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<PAGE>
Bell Atlantic - West Virginia, Inc.
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 40.2% at March 31, 1994, compared to 42.3% at
both December 31, 1993 and March 31, 1993.
As of March 31, 1994, the Company had $50,000,000 remaining under a shelf
registration statement filed with the Securities and Exchange Commission.
-11-
<PAGE>
Bell Atlantic - West Virginia, 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 - West Virginia, 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 - WEST VIRGINIA, INC.
Date: May 12, 1994 By /s/ Ritchie A. Ireland, II
--------------------------------------
Ritchie A. Ireland, II
Vice President - External Affairs
and Finance
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 9, 1994.
-13-
