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): August 14, 1997
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation)
No. 1-1150 No. 04-1664340
(Commission File Number) I.R.S. Employer Identification
125 High Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
(617) 743-9800
(Registrant's Telephone Number, Including Area Code)
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Form 8-K NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
August 14, 1997
Item 1. Changes in Control of Registrant
On August 14, 1997, Bell Atlantic Corporation ("Bell
Atlantic"), a Delaware corporation, and NYNEX
Corporation ("NYNEX"), a Delaware corporation,
consummated a merger (the "Merger") whereby Bell
Atlantic Merger Venture, Inc. ("Merger Sub"), a
Delaware corporation and a wholly-owned subsidiary of
Bell Atlantic, was merged with and into NYNEX pursuant
to an Amended and Restated Agreement and Plan of Merger
(the "Merger Agreement"), dated as of April 21, 1996,
as amended and restated as of July 2, 1996, by and
between NYNEX and Bell Atlantic and to which Merger Sub
also became a party. As a result of the Merger, NYNEX
has become a wholly-owned subsidiary of Bell Atlantic.
The registrant is a wholly-owned subsidiary of NYNEX.
Pursuant to the terms of the Merger Agreement, each
issued and outstanding share of common stock, par value
$1.00 per share, of NYNEX ("NYNEX Common Stock") was
converted into the right to receive .768 of a share of
common stock, par value $0.10 per share, of Bell
Atlantic ("Bell Atlantic Common Stock"). Bell Atlantic
will issue approximately 350.2 million shares of
Bell Atlantic Common Stock in exchange for the shares
of NYNEX Common Stock. In addition, each option to
purchase NYNEX Common Stock outstanding under NYNEX'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 NYNEX Common
Stock subject to such option multiplied by the exchange
ratio for the Merger, and the associated exercise price
was adjusted accordingly.
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Form 8-K NEW ENGLAND TELPHONE AND TELEGRAPH COMPANY
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.
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
By s/John W. Diercksen
John W. Diercksen
Acting Vice President-Finance
and Treasurer
August 15, 1997
