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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 (Date of earliest event reported): June 30, 2000
GTE NORTH INCORPORATED
(Exact name of registrant as specified in its charter)
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Wisconsin 0-1210 35-1869961
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
1255 Corporate Drive, SVC04C08
Irving, Texas 75038
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (972) 507-5000
Not applicable
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
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On June 30, 2000, Bell Atlantic Corporation ("Bell Atlantic"), a
Delaware corporation, and GTE Corporation ("GTE"), a New York
corporation, consummated a merger (the "Merger") whereby Beta Gamma
Corporation ("Merger Subsidiary"), a New York corporation and a wholly-
owned subsidiary of Bell Atlantic, was merged with and into GTE pursuant
to an Agreement and Plan of Merger ("the Merger Agreement"), dated as of
July 27, 1998, by and among Bell Atlantic, Merger Subsidiary and GTE. As
a result of the Merger, GTE has become a wholly-owned subsidiary of Bell
Atlantic. The registrant, GTE North Incorporated, is a wholly-owned
subsidiary of GTE.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $.05 per share, of GTE
("GTE Common Stock") was converted into the right to receive 1.22 shares
of common stock, par value $0.10 per share, of Bell Atlantic ("Bell
Atlantic Common Stock"). Bell Atlantic will issue approximately 1,175
million shares of Bell Atlantic Common Stock in exchange for the shares
of GTE Common Stock. In addition, each option to purchase GTE Common
Stock outstanding under GTE's stock option plans was converted into an
option to purchase the number of shares of Bell Atlantic Common Stock
equal to the number of shares of GTE Common Stock subject to such option
multiplied by the exchange ratio for the Merger, and the associated
exercise price was adjusted accordingly. Bell Atlantic's Common Stock
will be listed on the New York Stock Exchange under the symbol VZ.
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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 hereunto duly authorized.
GTE North Incorporated
By: /s/Stephen L. Shore
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Stephen L. Shore
Controller
Date: June 30, 2000
