<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 1-7757
BELL ATLANTIC - DELAWARE, INC.
A Delaware Corporation I.R.S. Employer Identification No. 23-0523775
901 Tatnall Street, Wilmington, Delaware 19801
Telephone Number (302) 576-5420
----------------
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 - Delaware, 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............................. $28,589 $25,925
Network access............................ 15,972 15,639
Toll service.............................. 9,711 8,993
Directory advertising, billing services
and other (including $142 and $160
from affiliates)......................... 10,680 10,166
Provision for uncollectibles.............. (962) (600)
------- -------
63,990 60,123
------- -------
OPERATING EXPENSES
Employee costs, including benefits
and taxes................................ 14,211 13,487
Depreciation and amortization............. 10,556 10,009
Other (including $10,498 and $10,081 to
affiliates).............................. 18,678 20,723
------- -------
43,445 44,219
------- -------
NET OPERATING REVENUES...................... 20,545 15,904
------- -------
OPERATING INCOME TAXES
Federal................................... 5,673 4,038
State..................................... 1,790 1,373
------- -------
7,463 5,411
------- -------
OPERATING INCOME............................ 13,082 10,493
------- -------
OTHER INCOME (EXPENSE)
Allowance for funds used during
construction............................. 81 26
Miscellaneous - net....................... (85) (93)
------- -------
(4) (67)
------- -------
INTEREST EXPENSE (including $47 and $29 to
affiliate)................................ 1,904 2,147
------- -------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE.................... 11,174 8,279
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE
Postemployment Benefits, Net of Tax....... --- (877)
------- -------
NET INCOME.................................. $11,174 $ 7,402
======= =======
REINVESTED EARNINGS
At beginning of period.................... $54,235 $52,773
Add: net income........................... 11,174 7,402
------- -------
65,409 60,175
Deduct: dividends......................... 10,060 7,700
other changes..................... --- 57
------- -------
At end of period.......................... $55,349 $52,418
======= =======
</TABLE>
See Notes to Financial Statements.
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<PAGE>
Bell Atlantic - Delaware, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
ASSETS
------
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
--------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash........................................... $ --- $ 313
Accounts receivable:
Customers and agents, net of allowances for
uncollectibles of $2,834 and $2,767......... 27,236 23,091
Affiliates................................... 4,724 3,651
Other........................................ 1,259 376
Material and supplies.......................... 1,454 1,490
Prepaid expenses............................... 11,919 6,498
Deferred income taxes.......................... 2,314 2,545
Other.......................................... 453 335
-------- --------
49,359 38,299
-------- --------
PLANT, PROPERTY AND EQUIPMENT.................... 660,842 655,812
Less accumulated depreciation.................. 249,770 241,595
-------- --------
411,072 414,217
-------- --------
OTHER ASSETS..................................... 16,767 16,666
-------- --------
TOTAL ASSETS..................................... $477,198 $469,182
======== ========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
Bell Atlantic - Delaware, 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................................... $ 3,912 $ 4,263
Accounts payable:
Parent and affiliates....................... 18,823 15,185
Other....................................... 16,876 20,845
Accrued expenses:
Taxes....................................... 8,483 2,561
Other....................................... 9,275 8,872
Advance billings and customer deposits....... 17,343 15,896
-------- --------
74,712 67,622
-------- --------
LONG-TERM DEBT................................. 99,016 98,991
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS................... 44,414 43,793
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes........................ 45,094 45,294
Unamortized investment tax credits........... 10,102 10,367
Other........................................ 30,069 30,438
-------- --------
85,265 86,099
-------- --------
SHAREOWNER'S INVESTMENT
Common stock, $25 par value per share........ 118,442 118,442
Authorized shares: 5,262,280
Outstanding shares: 4,737,686
Reinvested earnings.......................... 55,349 54,235
-------- --------
173,791 172,677
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $477,198 $469,182
======== ========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
Bell Atlantic - Delaware, 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 ........ $15,567 $ 7,994
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to plant, property and equipment.... (6,842) (8,602)
Net change in note receivable from affiliate.. --- 2,882
Other, net.................................... 58 (147)
------- -------
Net cash used in investing activities............. (6,784) (5,867)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in note payable to affiliate......... (351) 3,036
Dividends paid.................................. (10,060) (7,700)
Net change in outstanding checks drawn
on controlled disbursement accounts............ 1,315 2,145
------- -------
Net cash used in financing activities............. (9,096) (2,519)
------- -------
NET CHANGE IN CASH ............................... (313) (392)
CASH, BEGINNING OF PERIOD ........................ 313 392
------- -------
CASH, END OF PERIOD .............................. $ --- $ ---
======= =======
</TABLE>
See Notes to Financial Statements.
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<PAGE>
Bell Atlantic - Delaware, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying financial statements are unaudited and have been prepared
by Bell Atlantic - Delaware, Inc. (formerly The Diamond State Telephone Company)
(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
$10,700,000 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 - Delaware, Inc.
SELECTED OPERATING DATA
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
At March 31,
---------------
1994 1993
----- -----
<S> <C> <C>
Network Access Lines in Service:
Residence.............................. 300 292
Business............................... 157 147
Public................................. 6 6
---- ----
463 445
==== ====
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1994 1993
-------- --------
<S> <C> <C>
Carrier Access Minutes of Use:
Interstate............................. 357,495 332,490
Intrastate............................. 8,389 2,649
------- -------
365,884 335,139
======= =======
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1994 1993
-------- --------
<S> <C> <C>
Toll Messages:
Message Telecommunication Services..... 12,769 11,176
Unidirectional Long-Distance Services.. 1,835 1,841
------ --------
14,604 13,017
====== ========
</TABLE>
-6-
<PAGE>
Bell Atlantic - Delaware, 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 $3,772,000 from the
corresponding period last year. Results for the first quarter of 1993 reflect
an after-tax charge of $877,000 for the adoption of Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits".
OPERATING REVENUES
Operating revenues increased $3,867,000 or 6.4% 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....................... $2,664
Network access...................... 333
Toll service........................ 718
Directory advertising, billing
services and other................ 514
Less: Provision for uncollectibles.. 362
------
$3,867
======
</TABLE>
Local service revenues are earned from the provision of local exchange, local
private line, and public telephone services. Local service revenues increased
$2,664,000 or 10.3% in the first quarter of 1994. The increase is attributed to
higher revenues resulting from a rate increase, as authorized by the Delaware
Public Service Commission in Docket No. 92-47, 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 4.0% 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 $333,000 or 2.1% in the first quarter of
1994. Access minutes of use were 9.2% 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 $718,000 or 8.0% in the first quarter of 1994. The increase
is attributed to a 12.2% growth in total toll message volumes, which was
partially winter-storm driven (see Selected Operating Data on page 6).
-7-
<PAGE>
Bell Atlantic - Delaware, 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 enhanced
network services.
Directory advertising, billing services and other revenues increased $514,000
or 5.1% for the first quarter of 1994. The increase is primarily due to
increased revenues from directory advertising and enhanced network services.
The increase in directory advertising resulted from higher nonstandard business
and residence listings, as well as rate increases for local yellow pages
advertising. The increase in enhanced network services was due to higher demand
for Residence Answer Call, as well as the effect of rate increases for this
service, effective February 1, 1994. Also contributing to these increases was
additional billing and collection revenue resulting from an increase in message
processing services.
The provision for uncollectibles, expressed as a percentage of total operating
revenues, was 1.5% for the first quarter of 1994 and 1.0% for the same period
last year. The increase reflects unfavorable collection experience.
OPERATING EXPENSES
Operating expenses decreased $774,000 or 1.8% in the first quarter of 1994
from the corresponding period last year. The decrease in total operating
expenses was comprised of the following:
<TABLE>
<CAPTION>
Increase/(Decrease)
(Dollars In Thousands)
----------------------
<S> <C>
Employee costs ...................... $ 724
Depreciation and amortization ....... 547
Other ............................... (2,045)
------
$ (774)
======
</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 $724,000 or 5.4%
for the first quarter of 1994 due to a combination of salary and wage increases
and overtime. 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 $547,000 or 5.5% for the first
quarter of 1994. The increase was principally due to higher depreciation
expense resulting from growth in the level of depreciable plant.
On May 6, 1994, the Company reached tentative agreement with the FCC for
represcribed depreciation rates. In August 1994, the Company expects to receive
final approval to record the depreciation changes, which will be retroactive to
January 1, 1994. The new rates are expected to increase depreciation expense by
approximately $11,500,000 annually.
Other operating expenses consist primarily of contracted services including
centralized service expenses allocated from NSI, rent, network software costs,
operating taxes other than income, and other general and administrative
expenses. Other operating expenses decreased $2,045,000 or 9.9% for the first
quarter of 1994. The decrease in other operating expenses was due to lower
costs for contracted services, decreased software development costs associated
with the enhancement of the Company's network, and the effect of one-time
accruals for certain liabilities recorded in the first quarter of 1993.
-8-
<PAGE>
Bell Atlantic - Delaware, Inc.
OPERATING INCOME TAXES
The provision for income taxes increased $2,052,000 or 37.9% for the first
quarter of 1994. The Company's effective income tax rate was 40.1% for three
month period ended March 31, 1994, compared to 39.3% for the same period in
1993. The increase in the effective tax rate is principally the result of
federal tax legislation enacted in 1993, which increased the federal corporate
tax rate from 34% to 35%.
INTEREST EXPENSE
Interest expense decreased $243,000 or 11.3% for the first quarter of 1994,
principally due to the effect of long-term debt refinancings in December 1993.
COMPETITIVE ENVIRONMENT
The communications industry is currently undergoing fundamental changes which
may have a significant impact on future financial performance of
telecommunications companies. These changes are driven by a number of factors,
including the accelerated pace of technological innovation, the convergence of
telecommunications, cable television, information services and entertainment
businesses, and a regulatory environment in which many traditional regulatory
barriers are being lowered and competition permitted or encouraged.
Communications services and equipment and the number of competitors offering
such services are continuing to expand. The Company's telecommunications
business is currently subject to competition from numerous sources, including
competitive access providers for network access services and competing cellular
telephone companies. An increasing amount of this competition is from large
companies which have substantial capital, technological and marketing resources,
many of which do not face the same regulatory constraints as the Company. Other
potential sources of competition are cable television systems, shared tenant
services and other non-carrier systems which are capable of partially or
completely bypassing the Company's local network.
The entry of well-financed competitors, such as large long-distance carriers
and other local exchange service competitors, has the potential to adversely
affect multiple revenue streams of the Company, including local exchange, local
access, and long-distance services in the market segments and geographical areas
in which the competitors operate. The amount of revenue reductions will depend
on competitors' success in marketing these services, and the conditions of
interconnection established by regulators. The potential impact is expected to
be offset, to some extent, by revenues from interconnection charges to be paid
to the Company by these competitors.
The Company continues to focus its efforts on becoming more competitive and
seeking growth opportunities. The Company's responses to competitive challenges
include an increased emphasis on meeting customer requirements through the rapid
introduction of new products and services, the delivery of increased customer
value, and the development of customer loyalty programs. In addition, the
Company continues to strive for increased pricing flexibility through efforts to
reprice and repackage existing competitive services, reduce its cost structure
and workforce through consolidation, re-engineering and streamlining
initiatives, and to achieve an improved regulatory and legislative environment.
Other important competitive responses, including the development of broadband
networks, will improve the Company's ability to take advantage of the growth
opportunities created by technological advances and the convergence of the
communications, information services and entertainment industries.
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
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<PAGE>
Bell Atlantic - Delaware, Inc.
limited, pricing flexibility for these services so that the local exchange
carriers can better respond to the competition that will result. The Company
does not expect the net revenue impact of special access collocation to be
material. Revenue losses from switched access collocation, however, may be
larger than from special access collocation. Bell Atlantic and certain other
parties have appealed both the special and switched access collocation orders.
Appeals of the switched access collocation order have been stayed pending a
decision on the appeal of the special access collocation order. Bell Atlantic
expects the appeal on the special access collocation order to be decided in
1994.
In February 1994, the FCC initiated a rulemaking proceeding to determine the
effectiveness of the price cap rules and decide what changes, if any, should be
made to those rules. Under proposed rulemaking, the FCC identified for
examination three broad sets of issues including those related to the basic
goals of price regulation, the operation of price caps and the transition of
local exchange services to a fully competitive market. This rulemaking is
expected to be concluded by the end of 1994. Any changes to the current price
cap plan are expected to be effective January 1, 1995 or shortly thereafter. At
this time, the Company cannot estimate the financial impact, if any, that would
result if the FCC revised its current price cap rules.
State Regulation
----------------
The communications services of the Company are subject to regulation by the
Delaware Public Service Commission (the PSC) with respect to intrastate rates
and services and other matters.
On March 24, 1994, the Company elected to be regulated under the alternative
regulation provisions of the Delaware Telecommunications Technology Investment
Act of 1993 (the Delaware Telecommunications Act). The Delaware
Telecommunications Act modified telecommunications industry regulation for
intrastate services and allows the Company to be regulated under an alternative
regulation plan instead of traditional rate-base rate of return regulation. The
Delaware Telecommunications Act provides that the prices of "Basic Telephone
Services" will remain regulated and cannot change in any one year by more than
the rate of inflation, less 3%, the prices of "Discretionary Services" cannot
increase more than 15% per year per service after an initial one-year cap, and
the prices of "Competitive Services" will not be subject to tariff. On such
date, the Company filed a technology deployment plan consistent with such
legislation pursuant to which it committed to (i) an investment of a minimum of
$250 million during the first five years of the plan, (ii) provide fiber
connectivity to public schools, major medical facilities and state government
offices, (iii) digitize all of its telephone switches by 1998, and (iv) connect
all of its central offices with fiber optic cable by the end of the five year
plan.
The Delaware Telecommunications Act also provides protections to ensure that
competitors will not be unfairly disadvantaged, including a prohibition on
cross-subsidization, imputation rules, services unbundling and resale service
availability requirements, and a review by the PSC during the fifth year of the
plan. The PSC has initiated a rulemaking docket to develop regulations for the
implementation of the Delaware Telecommunications Act.
The PSC has initiated a proceeding to determine whether to require
presubscription and dialing parity ("1+ dialing") for intraLATA toll competitors
of the Company. Management believes that intraLATA presubscription, if
implemented without adequate compensation and regulatory relief, could have a
material effect on the Company's financial condition and results of operations.
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
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<PAGE>
Bell Atlantic - Delaware, Inc.
Effects of Certain Types of Regulation" (Statement No. 71). The discontinued
application of Statement No. 71 would require the Company to write off its
regulatory assets and liabilities and may require the Company to adjust the
carrying amount of its telephone plant should it determine that such amount is
not recoverable. The Company believes that it continues to meet the criteria
for continued financial reporting under Statement No. 71. A determination in
the future that such criteria are no longer met may result in a significant one-
time, non-cash, extraordinary charge, if the Company determines that a
substantial portion of the carrying value of its telephone plant may not be
recoverable.
OTHER MATTERS
Environmental Issues
--------------------
The Company is subject to a number of environmental matters as a result of its
operations and shared liability provisions in the Plan of Reorganization,
related to the Modification of Final Judgment. Certain of these environmental
matters relate to Superfund sites for which the Company has been designated as a
potentially responsible party by the U.S. Environmental Protection Agency.
Designation as a potentially responsible party subjects the named company to
potential liability for costs relating to cleanup of the affected sites. The
Company is also responsible for the remediation of sites with underground fuel
storage tanks and other expenses associated with environmental compliance.
The Company continually monitors its operations with respect to potential
environmental issues, including changes in legally mandated standards and
remediation technologies. The Company's recorded liability reflects those
specific issues where remediation activities are currently deemed to be probable
and where the cost of remediation is estimable. Management believes that the
aggregate amount of any potential liability would not have a material effect on
the Company's financial condition or results of operations.
FINANCIAL CONDITION
Management believes that the Company has adequate internal and external
resources available to meet ongoing operating requirements, including network
expansion and modernization, and payment of dividends. Management expects that
presently foreseeable capital requirements will be financed primarily through
internally generated funds, although additional long-term debt may be needed to
fund development activities and to maintain the Company's capital structure
within management's guidelines.
The Company's debt ratio was 37.2% at March 31, 1994, compared to 37.4% at
December 31, 1993, and 37.3% at March 31, 1993.
-11-
<PAGE>
Bell Atlantic - Delaware, 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.
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<PAGE>
Bell Atlantic - Delaware, 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 - DELAWARE, INC.
Date: May 12, 1994 By /s/ John J. Parker
--------------------------------------
John J. Parker
Controller and Treasurer
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 9, 1994.
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