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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: NOVEMBER 5, 1999
(Date of earliest event reported)
GTE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW YORK 1-2755 13-1678633
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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1255 Corporate Drive, SVC04C08, Irving, Texas 75038
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 972-507-5000
(Former name, former address and former fiscal year, if changed since
last report)
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GTE CORPORATION
FORM 8-K
Item 5. Other Events
On November 4, 1999, GTE Corporation ("GTE") and Bell Atlantic Corporation
("Bell Atlantic") announced the broad organization of the company to be formed
through the Bell Atlantic-GTE merger, and designated six executives to fill key
positions upon completion of the transaction. Reference is made to the joint
press release dated November 4, 1999, issued by GTE and Bell Atlantic, which is
attached as Exhibit 99.1 and is incorporated herein by reference.
Also on November 4, 1999, GTE announced that Kent B. Foster, President of GTE,
will retire from the company effective December 31, 1999. Reference is made to
the press release dated November 4, 1999, issued by GTE, which is attached as
Exhibit 99.2 and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 News Release, dated November 4, 1999, issued by GTE
Corporation and Bell Atlantic Corporation
99.2 News Release, dated November 4, 1999, issued by GTE
Corporation
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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GTE Corporation
---------------------------------------------
(Registrant)
Date: November 5, 1999 /s/ Marianne Drost
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Marianne Drost
Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 News Release, dated November 4, 1999, issued by GTE Corporation
and Bell Atlantic Corporation
99.2 News Release, dated November 4, 1999, issued by GTE Corporation
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EXHIBIT 99.1
NEWS RELEASE, DATED 11/4/99
[LOGO OF GTE] [LOGO OF BELL ATLANTIC]
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FOR IMMEDIATE RELEASE CONTACT:
NOVEMBER 4, 1999 SUSAN KRAUS, BELL ATLANTIC
212-395-2355
[email protected]
PETER THONIS, GTE
972-507-5367
[email protected]
BELL ATLANTIC AND GTE
ANNOUNCE LEADERSHIP FOR MERGED COMPANY
NEW YORK AND IRVING, TEXAS - GTE Chairman and CEO Charles R. Lee and
Bell Atlantic Chairman and CEO Ivan Seidenberg announced today the broad
organization of the company to be formed through the Bell Atlantic-GTE merger,
and designated six executives to fill key positions upon completion of the
transaction.
Three of those executives -- Lawrence T. Babbio, Jr., Michael T. Masin
and Frederic V. Salerno - will be named vice chairmen with specific
responsibilities as described below.
As previously announced, Lee and Seidenberg will be co-CEOs and
chairman and president, respectively, of the new company. They will be the
inside directors on the new company's board, along with a set of outside
directors drawn from the two companies' existing boards. The executives
designated today will report to Lee and Seidenberg.
Babbio, currently Bell Atlantic president and COO, has been designated
president as well as vice chairman, with responsibility for the new company's
domestic wireline business. He will also be responsible for long distance,
information technology, procurement services and technology research.
- more -
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Bell Atlantic/GTE News Release, p. 2
Masin, currently GTE vice chairman and president of GTE International,
also has been designated president as well as vice chairman, with
responsibility for international wireline and wireless operations,
international connectivity, domestic and international directory and
information services, and GTE Internetworking.
Dennis F. Strigl, chairman and CEO of Bell Atlantic's Global Wireless
Group, has been designated executive vice president of the new company, and
president of its domestic wireless business, which ultimately will include the
U.S assets of Vodafone AirTouch.
When the Vodafone AirTouch transaction is completed, Strigl will join
the board of the new wireless venture, along with Seidenberg, who will chair
this board, Babbio, Masin and three representatives from Vodafone AirTouch,
including Vodafone AirTouch chief executive Chris Gent.
Salerno, currently Bell Atlantic senior executive vice president and
chief financial officer, has been designated chief financial officer of the new
company as well as vice chairman, and will head the corporate Finance group.
William P. Barr has been designated executive vice president and
general counsel, heading up the Legal, Regulatory and Government Affairs group.
Barr is currently GTE executive vice president - Government and Regulatory
Advocacy and general counsel.
J. Randall MacDonald, GTE executive vice president - Human Resources
and Administration, has been designated executive vice president of human
resources for the new company.
The designated executives will be based at the new company's
headquarters in New York City.
"As we move closer to the completion of our merger, I believe more
strongly than ever that we are creating one of the top telecommunications
companies in the world," Lee said. "It will be the role of these key leaders to
help further define how we structure within these broad umbrellas to ensure we
come out of the blocks quickly once our merger is approved, and capture the
tremendous growth in our industry."
- more -
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Bell Atlantic/GTE News Release, p. 3
"Today we have created a framework in which we can align our two
companies and build upon our respective strengths," Seidenberg said. "We have
also made choices from two of the deepest management teams in the industry. Our
designated executives will have the accountability and decision-making
authority necessary to start the next phase of merger planning."
Bell Atlantic and GTE announced a merger of equals in July 1998 that
will create the leading U.S. wireline and wireless communications provider,
with more than 60 million access lines and 21 million wireless customers. To
date, shareowners of both companies have approved the merger, and the
Department of Justice has cleared the merger. Regulators in 7 states and the
Federal Communications Commission are currently considering the public interest
benefits of the merger. More information on the merger is available at Bell
Atlantic's News Center on the World Wide Web (http://www.ba.com) or at GTE's
homepage (http://www.gte.com).
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EXHIBIT 99.2
NEWS RELEASE, DATED 11/4/99
[LOGO OF GTE]
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Media Contact: Peter Thonis, GTE, 972-507-5367; [email protected]
Nov. 4, 1999
GTE PRESIDENT KENT B. FOSTER TO RETIRE EFFECTIVE DEC. 31
IRVING, Texas - GTE today announced that Kent B. Foster, President of GTE, will
retire from the company effective Dec. 31, following a 29-year career.
"I have been fortunate to work in partnership with Kent for the past
17 years, and I have benefited greatly from his knowledge of this business, his
insights and his advice," said GTE Chairman and CEO Charles R. Lee. "His legacy
is the tremendous contribution he has made to our success. While we respect his
decision to retire from GTE, we will certainly miss him. On behalf of all GTE,
I wish him well, and thank him for all he has done throughout his long career
with this company."
Foster is responsible for GTE's national businesses. In addition, he
has corporate-wide responsibility for quality, marketing and technology. He is
also a member of the GTE Board of Directors.
"I prepare to leave GTE knowing it is on the right course for the
future," Foster said. "This is a great company, made up of wonderful
individuals with whom I have had the privilege to work."
Foster joined GTE in 1970, following four years in the U.S. Air Force,
where he achieved the rank of captain. Foster began his career in Durham, N.C.,
as a supervising engineer, and was named to his first vice president position
six years later. He has served in a wide variety of positions throughout his
career, including network engineering, business planning and marketing, in
locations from Stamford, Conn. to Everett, Wash.
In 1989, he was named president of GTE Telephone Operations, and
oversaw the massive consolidation of 14 autonomous operating companies into a
single, national business unit. In June 1995, he was named to his current
position as president of GTE Corporation, overseeing the company's re-entry
into long distance and eventually launching the industry's first true bundle of
telecommunications services.
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