<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 1-6964
BELL ATLANTIC - VIRGINIA, INC.
A Virginia Corporation I.R.S. Employer Identification No. 54-0167060
600 East Main Street, Richmond, Virginia 23219
Telephone Number (804) 225-6300
----------------
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 - 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............................... $228,593 $215,963
Network access.............................. 140,884 127,514
Toll service................................ 34,141 30,361
Directory advertising, billing services
and other (including $4,145 and $4,046
from affiliates)........................... 72,883 69,792
Provision for uncollectibles................ (4,575) (3,939)
-------- --------
471,926 439,691
-------- --------
OPERATING EXPENSES
Employee costs, including benefits
and taxes.................................. 98,880 94,611
Depreciation and amortization............... 97,182 79,647
Other (including $81,739 and $72,786 to
affiliates)................................ 144,035 137,500
-------- --------
340,097 311,758
-------- --------
NET OPERATING REVENUES........................ 131,829 127,933
-------- --------
OPERATING INCOME TAXES
Federal..................................... 34,600 31,908
State....................................... 7,835 7,884
-------- --------
42,435 39,792
-------- --------
OPERATING INCOME.............................. 89,394 88,141
-------- --------
OTHER INCOME (EXPENSE)
Allowance for funds used during
construction............................... 793 1,065
Miscellaneous - net......................... (621) (933)
-------- --------
172 132
-------- --------
INTEREST EXPENSE (including $432 and $322 to
affiliate)................................... 17,226 18,705
-------- --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE...................... 72,340 69,568
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
Postemployment Benefits, Net of Tax......... --- (9,205)
-------- --------
NET INCOME.................................... $ 72,340 $ 60,363
======== ========
REINVESTED EARNINGS
At beginning of period...................... $438,860 $431,875
Add: net income............................. 72,340 60,363
-------- --------
511,200 492,238
Deduct: dividends........................... 50,510 48,915
-------- --------
At end of period............................ $460,690 $443,323
======== ========
</TABLE>
See Notes to Financial Statements.
-1-
<PAGE>
Bell Atlantic - Virginia, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
ASSETS
------
March 31, December 31,
1994 1993
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Accounts receivable:
Customers and agents, net of allowances for
uncollectibles of $15,708 and $16,537....... $ 277,460 $ 301,493
Parent and affiliates........................ 37,675 32,673
Other........................................ 14,746 12,585
Material and supplies.......................... 10,217 9,454
Prepaid expenses............................... 60,240 36,833
Deferred income taxes.......................... 13,640 14,021
Other.......................................... 3,285 3,267
---------- ----------
417,263 410,326
---------- ----------
PLANT, PROPERTY AND EQUIPMENT.................... 4,976,562 4,895,782
Less accumulated depreciation.................. 1,862,603 1,778,043
---------- ----------
3,113,959 3,117,739
---------- ----------
OTHER ASSETS..................................... 213,375 259,076
---------- ----------
TOTAL ASSETS..................................... $3,744,597 $3,787,141
========== ==========
</TABLE>
See Notes to Financial Statements.
-2-
<PAGE>
Bell Atlantic - 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................................... $ 13,554 $ 19,755
Other....................................... 1,102 1,202
Accounts payable:
Parent and affiliates....................... 115,364 120,678
Other....................................... 135,202 203,571
Accrued expenses:
Taxes....................................... 62,620 22,640
Other....................................... 92,708 99,212
Advance billings and customer deposits....... 63,818 60,049
---------- ----------
484,368 527,107
---------- ----------
LONG-TERM DEBT................................. 935,110 935,293
---------- ----------
EMPLOYEE BENEFIT OBLIGATIONS................... 368,779 364,421
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes........................ 347,994 344,177
Unamortized investment tax credits........... 74,853 77,521
Other........................................ 199,118 226,077
---------- ----------
621,965 647,775
---------- ----------
SHAREOWNER'S INVESTMENT
Common stock - one share, without
par value, owned by parent.................. 873,685 873,685
Reinvested earnings.......................... 460,690 438,860
---------- ----------
1,334,375 1,312,545
---------- ----------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $3,744,597 $3,787,141
========== ==========
</TABLE>
See Notes to Financial Statements.
-3-
<PAGE>
Bell Atlantic - 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 ..... $174,577 $163,368
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant, property and equipment.. (92,480) (76,383)
Other, net.................................. 503 (599)
-------- --------
Net cash used in investing activities......... (91,977) (76,982)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease
obligations................................ (251) (661)
Net change in note payable to affiliate..... (6,201) (21,499)
Dividends paid.............................. (50,510) (48,915)
Net change in outstanding checks drawn
on controlled disbursement accounts........ (25,638) (8,053)
-------- --------
Net cash used in financing activities......... (82,600) (79,128)
-------- --------
NET CHANGE IN CASH ........................... --- 7,258
CASH, BEGINNING OF PERIOD .................... --- ---
-------- --------
CASH, END OF PERIOD .......................... $ --- $ 7,258
======== ========
</TABLE>
See Notes to Financial Statements.
-4-
<PAGE>
Bell Atlantic - Virginia, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying financial statements are unaudited and have been prepared by
Bell Atlantic - Virginia, Inc. (formerly The Chesapeake and Potomac Telephone
Company of 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
$61,489,000 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 - Virginia, Inc.
SELECTED OPERATING DATA
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
At March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Network Access Lines in Service:
Residence.............................. 1,824 1,779
Business............................... 999 947
Public................................. 40 41
----- -----
2,863 2,767
===== =====
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Carrier Access Minutes of Use:
Interstate............................. 2,354,770 2,128,930
Intrastate............................. 654,384 574,580
--------- ---------
3,009,154 2,703,510
========= =========
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Toll Messages:
Message Telecommunication Services..... 36,813 33,054
Unidirectional Long-Distance Services.. 1,581 1,441
------ --------
38,394 34,495
====== ========
</TABLE>
-6-
<PAGE>
Bell Atlantic - 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 $11,977,000 or 19.8%
from the corresponding period last year. Results for the first quarter of 1993
reflect an after-tax charge of $9,205,000 for the adoption of Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits".
OPERATING REVENUES
Operating revenues increased $32,235,000 or 7.3% in 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 Thousands)
----------------------
<S> <C>
Local service....................... $12,630
Network access...................... 13,370
Toll service........................ 3,780
Directory advertising, billing
services and other................ 3,091
Less: Provision for uncollectibles.. 636
-------
$32,235
=======
</TABLE>
Local service revenues are earned from the provision of local exchange, local
private line, and public telephone services. Local service revenues increased
$12,630,000 or 5.8% 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 and Caller ID. Access lines in
service at March 31, 1994 increased 3.5% 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 $13,370,000 or 10.5% in the first quarter of
1994. Access minutes of use were 11.3% 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, as well as increased access lines in service, and lower support payments to
the National Exchange Carrier Association (NECA) interstate common line pool.
This increase was offset in part 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) and private line services. Toll service
revenues increased $3,780,000 or 12.5% in the first quarter of 1994. This
increase is attributed to an 11.3% growth in total toll message volumes, which
was partially winter storm-driven (see Selected Operating Data on page 6).
-7-
<PAGE>
Bell Atlantic - 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
$3,091,000 or 4.4% for the first quarter of 1994, principally due to higher
revenues from directory advertising and nonregulated enhanced network services.
Revenues from nonregulated enhanced network services increased principally as a
result of higher demand for voice messaging services such as Answer Call.
The provision for uncollectibles, expressed as a percentage of total operating
revenues, was 1.0% in the first quarter of 1994 and .9% for the same period last
year.
OPERATING EXPENSES
Operating expenses increased $28,339,000 or 9.1% 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>
(Dollars In Thousands)
----------------------
<S> <C>
Employee costs.................... $ 4,269
Depreciation and amortization..... 17,535
Other............................. 6,535
-------
$28,339
=======
</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 $4,269,000 or
4.5% for the first quarter of 1994. Higher employee costs resulted from a
combination of salary and wage increases and overtime, and higher postretirement
benefit 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 $17,535,000 or 22.0% in the
first quarter of 1994, primarily due to additional depreciation expense
resulting from represcribed depreciation rates for certain classes of telephone
plant, which were approved in June 1993, effective January 1, 1993. Also
contributing to the increase was additional expense resulting from the
amortization of intra-building cable, as approved by the FCC in June 1993,
effective January 1, 1993, and 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 increased $6,535,000 or 4.8% for the first
quarter of 1994. The increase is due to increased costs for contracted services
primarily as a result of higher employee costs and taxes allocated from NSI, and
increased materials expense resulting from higher repair and maintenance
activity due to the effect of winter storms. These increases were offset in
part by decreased software development costs associated with the enhancement of
the Company's network, decreased rent expense to non-affiliates and the effect
of one-time accruals for certain liabilities recorded in the first quarter of
1993.
OPERATING INCOME TAXES
The provision for income taxes increased $2,643,000 or 6.6% in the first
quarter of 1994. The Company's effective income tax rate for the three months
ended March 31, 1994 was 36.9%, compared to 36.1% for the same period in 1993.
The increase in the effective tax rate is 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%.
-8-
<PAGE>
Bell Atlantic - Virginia, Inc.
INTEREST EXPENSE
Interest expense decreased $1,479,000 or 7.9% 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 the 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.
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.
-9-
<PAGE>
Bell Atlantic - Virginia, Inc.
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
Virginia State Corporation Commission (SCC) with respect to intrastate rates and
services and other matters.
Under legislation passed in the 1993 session of the Virginia General Assembly,
the SCC is no longer statutorily required to regulate telephone companies on the
basis of rate of return regulation; for example, the SCC is free to adopt a
price cap form of regulation. On February 8, 1994, the Company filed a proposal
to have its non-competitive services regulated on a price cap basis; competitive
services would not be regulated. Public hearings on the Company's proposal were
held by the SCC beginning April 27, 1994 and a decision is expected by the end
of the third quarter 1994. The Company will not be able to estimate the
financial impact of any alternative regulation plan adopted by the SCC until the
conditions are determined and announced by the SCC.
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. 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
remediations technologies. Management believes that the aggregate amount of any
potential liability
-10-
<PAGE>
Bell Atlantic - Virginia, Inc.
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 41.6% at March 31, 1994, compared to 42.1% at
December 31, 1993 and 41.7% at March 31, 1993.
As of March 31, 1994, the Company had $100,000,000 remaining under a shelf
registration statement filed with the Securities and Exchange Commission.
-11-
<PAGE>
Bell Atlantic - 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 - 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 - VIRGINIA, INC.
Date: May 12, 1994 By /s/ O. Riley Young, Jr.
---------------------------------
O. Riley Young, Jr.
Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 9, 1994.
-13-
