<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 033-50631
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 8, 1997)
$125,000,000
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
D/B/A BELL ATLANTIC--NEW ENGLAND
SEVEN YEAR 7.65% NOTES DUE JUNE 15, 2007
185 Franklin Street, Boston, Massachusetts 02110
Telephone Number (617) 743-9800
------------------------
The Notes bear interest at the rate of 7.65% per year. Interest on the Notes
is payable on June 15 and December 15 of each year, beginning on December 15,
2000. The Notes will mature on June 15, 2007. We may redeem some or all of the
Notes at any time. We describe the redemption price under the heading "Certain
Terms of the Notes--Optional Redemption" on page S-4 of this prospectus
supplement.
The Notes are unsecured and rank equally with all of our other senior
unsecured debt. There is currently no public market for the Notes. The
Underwriters will purchase all of the Notes if any are purchased.
------------------------
<TABLE>
<CAPTION>
PER
NOTE TOTAL
-------- -------------
<S> <C> <C>
Public Offering Price(1)................................ 99.7883% $124,735,375
Underwriting Discount................................... .6250% $781,250
Proceeds, before expenses, to New England Telephone and
Telegraph Company..................................... 99.1633% $123,954,125
</TABLE>
(1) Plus accrued interest from June 19, 2000, if settlement occurs after
that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about June 19, 2000.
------------------------
THE WILLIAMS CAPITAL GROUP, L.P.
BLAYLOCK & PARTNERS, L.P.
GUZMAN & COMPANY
------------------------
The date of this prospectus supplement is June 13, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement...................... S-2
Where You Can Find More Information About Us.......... S-2
Use of Proceeds....................................... S-3
Ratio of Earnings to Fixed Charges.................... S-3
Recent Developments................................... S-3
Certain Terms of the Notes............................ S-3
United States Taxation................................ S-5
Underwriting.......................................... S-9
Experts............................................... S-10
PROSPECTUS
Available Information................................. 2
Incorporation of Documents by Reference............... 2
The Company........................................... 3
Use of Proceeds....................................... 3
Ratio of Earnings to Fixed Charges.................... 3
Description of Securities............................. 3
Limitations on Issuance of Bearer Securities.......... 10
United States Taxation................................ 10
Plan of Distribution.................................. 12
Experts............................................... 13
Legal Matters......................................... 13
</TABLE>
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus that
follows carefully before you invest. Both documents contain important
information you should consider when making your investment decision. This
prospectus supplement contains information about the Seven Year 7.65% Notes due
June 15, 2007, and the prospectus contains information about our debt
securities, including the Notes, generally. This prospectus supplement may add,
update or change information in the prospectus. You should rely only on the
information provided or incorporated by reference in this prospectus supplement
and the prospectus. The information in this prospectus supplement is accurate as
of June 13, 2000. We have not authorized anyone else to provide you with
different information.
WHERE YOU CAN FIND MORE
INFORMATION ABOUT US
We file annual, quarterly and current reports and other information with the
SEC. You may also read and copy any document we file at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are available to the public over the Internet
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be a part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference our Annual Report on Form 10-K for the year ended December 31, 1999,
as amended by Form 10-K/A, our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until
we sell all of the debt securities.
You may request a copy of these filings at no cost, by writing or
telephoning:
Director--External Reporting
Bell Atlantic Corporation
47th Floor
1717 Arch Street
Philadelphia, PA 19103
Telephone: (215) 963-6360
S-2
<PAGE>
USE OF PROCEEDS
We will apply the proceeds from the sale of the Notes toward the repayment
of short-term indebtedness incurred for general corporate purposes. At May 31,
2000, this short-term indebtedness had an average interest rate of 6.28% per
year.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS YEARS ENDED DECEMBER 31,
ENDED ----------------------------------------------------------------------------------
MARCH 31, 2000 1999 1998 1997 1996 1995
--------------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
6.32 6.74 6.23 5.87 6.87 5.58
</TABLE>
------------------------
For the purpose of this ratio:
- earnings have been calculated by adding dividends received from equity
affiliates, interest expense, the estimated interest portion of rentals
and amortization of capitalized interest to income before the provision
for income taxes, extraordinary items and the cumulative effect of change
in accounting principle and by deducting therefrom the equity in income of
affiliates; and
- fixed charges are comprised of interest expense, the estimated interest
portion of rentals and capitalized interest.
RECENT DEVELOPMENTS
On May 31, 2000, the Federal Communications Commission approved a five-year
plan (known as the CALLS plan) to restructure interstate access charges. The
CALLS plan was based on a proposal made by a coalition of large local and long
distance telecommunications carriers, including Bell Atlantic Corporation. Under
the terms of the plan, direct end-user access charges are increased while access
charges to long distance carriers are reduced. While the plan continues the 6.5%
(less inflation) annual reductions for most interstate access charges, it
provides for a price freeze when certain price level targets are met. In
addition, in conjunction with provisions that will allow carriers to deaverage
their subscriber line charges by geographic zones, the plan establishes a new
$650 million universal service fund to support interstate access rates. This
fund will be combined with the existing universal service funds and programs,
and like those other federally administered universal service funds, all
telecommunications carriers (including local, long distance and wireless) will
pay into this fund proportionally based on their interstate retail revenues. The
price restructuring portions of the plan are mandatory for all large local
exchange carriers, including us. The price level portions of the plan are
mandatory only in the initial year of the plan. Carriers have sixty days to
decide whether to participate in the remaining four years of the plan, or
whether to submit costs studies as the basis of future price caps. Bell Atlantic
Corporation has not yet made a determination as to which option it will select.
CERTAIN TERMS OF THE NOTES
The Notes will be limited to $125,000,000 aggregate principal amount. The
Notes will be issued only in registered form under the Indenture, dated as of
October 1, 1992, between us and State Street Bank and Trust Company, as
successor Trustee. The Indenture is more fully described in the prospectus under
the section "Description of Securities."
The Notes will mature on June 15, 2007. We will pay interest on the Notes at
the annual rate set forth on the cover of this prospectus supplement. We will
pay interest semiannually on each June 15 and December 15, beginning on
December 15, 2000, to the person in whose name the Notes are registered at the
close of business on the June 1 or December 1 prior to the payment date. We will
pay interest at
S-3
<PAGE>
our office or agency to be maintained in New York City, which at the date of
this prospectus supplement is First Union National Bank, 40 Broad Street, 5th
floor, Suite 550, New York, New York 10004. You may be required to surrender the
Notes to collect principal payments. We may, at our option, pay interest by
check mailed to the person entitled thereto at the address of such person
appearing on the register of the Notes.
OPTIONAL REDEMPTION
The Notes will be redeemable, as a whole or in part, at our option, at any
time or from time to time on at least 30 days' but not more than 90 days' prior
notice mailed to the registered address of each holder of the Notes. The
redemption prices will be equal to the greater of (1) 100% of the principal
amount of the Notes to be redeemed or (2) the sum of the present values of the
Remaining Scheduled Payments (as defined below) discounted on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at a rate equal to
the sum of the Treasury Rate and 15 basis points. In the case of each of
clause (1) and (2), accrued interest will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes. "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations or (2) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of three primary U.S. Government
securities dealers appointed by the Trustee (each, a "Primary Treasury Dealer").
If any of the foregoing shall cease to be a Primary Treasury Dealer, we shall
substitute another nationally recognized investment banking firm that is a
Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of principal of and interest on such
Note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such Note, the amount of the next succeeding scheduled interest payment on
such Note will be reduced by the amount of interest accrued on such Note to such
redemption date.
On and after the redemption date, interest will cease to accrue on the Notes
or any portion of the Notes called for redemption (unless we default in the
payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with the paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued interest on the Notes to
be redeemed on such date. If less than all of the Notes of any series are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.
S-4
<PAGE>
BOOK-ENTRY SYSTEM
The Notes will be represented by one or more global notes (the "Global
Notes") registered in the name of a nominee of The Depository Trust Company
("DTC"), as depository. As a result, ownership of interest in such Global Notes
will be shown on, and a transfer thereof will be effected only through, records
maintained by DTC or its nominee for the Notes and on the records of
participants. Except as otherwise described below, owners of beneficial
interests in the Global Notes will not be entitled to receive Notes in
definitive form and will not be considered the holder of the Notes.
DTC has advised us as follows: It is a limited-purpose trust company which
was created to hold securities for its participating organizations (the
"Participants") and to facilitate the clearance and settlement of securities
transactions between Participants in such securities through electronic
book-entry changes in accounts of its Participants. Participants include
securities brokers and dealers (including the Underwriters), banks and trust
companies, clearing corporations and certain other organizations. Access to
DTC's system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("indirect participants"). Persons
who are not Participants may beneficially own securities held by DTC only
through Participants or indirect participants.
Principal and interest payments on the Notes registered in the name of DTC's
nominee will be made by the Trustee to DTC's nominee as the registered owner of
the Global Notes. Under the terms of the Indenture, we and the Trustee will
treat the persons in whose names the Notes are registered as the owners of the
Notes for the purpose of receiving payment of principal and interest on the
Notes and for all other purposes whatsoever. Therefore, neither we nor the
Trustee or any paying agent have any direct responsibility or liability for the
payment of principal or interest on the Notes to owners of beneficial interests
in the Global Notes. DTC has advised us and the Trustee that its present
practice is, upon receipt of any payment of principal or interest, to
immediately credit the accounts of the Participants with such payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in the Global Notes as shown on the records of DTC.
If DTC notifies us that it is unwilling or unable to continue as the
depository for the Global Notes or if at any time DTC ceases to be a clearing
agency registered under the Securities Exchange Act, and, in each case, we do
not appoint a successor clearing system within 90 days after receiving such
notice from DTC or on becoming aware that DTC is no longer so registered, we
will issue or cause to be issued individual certificates in registered form on
registration of transfer of, or in exchange for, book-entry interests in the
Notes represented by such Global Notes upon delivery of such Global Notes for
cancellation. In addition, if we determine not to have the Notes represented by
a Global Note, which we may do, we will issue or cause to be issued individual
certificates in registered form in exchange for book-entry interests in the
Notes represented by such Global Note upon delivery of such Global Note for
cancellation.
UNITED STATES TAXATION
The following summary replaces the discussion of United States Taxation in
the prospectus dated December 8, 1997. The discussion set forth below is
intended only as a summary of some of the United States federal income and
estate tax consequences applicable to the ownership of Notes by you if you are a
United States alien and is not a complete analysis or listing of all potential
tax effects relevant to your decision to purchase notes. This discussion does
not address any tax consequences that may be relevant to you if you are not a
United States alien or any tax consequences arising under the laws of any state,
locality or non-United States jurisdiction. Except where noted this section
deals only with Notes held as capital assets. Furthermore, the discussion set
forth below is based on the Internal Revenue Code of 1986, as amended,
regulations, rulings and judicial decisions as of the date of this prospectus
supplement, and these authorities may be repealed, revoked or modified so as to
make the following analysis inapplicable. We recommend that you consult your own
tax advisors concerning the tax considerations of this offering.
S-5
<PAGE>
Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:
(a) no withholding of United States federal income tax will be required
with respect to the payment by us or any paying agent of principal, premium,
if any, or interest, which for purposes of this discussion includes original
issue discount, on a Note owned by you if you are a United States alien, as
defined below, provided that, in the case of interest:
(1) you do not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to vote
within the meaning of Section 871(h)(3) of the Internal Revenue Code
and the regulations thereunder,
(2) you are not a controlled foreign corporation that is related to us
through stock ownership,
(3) you are not a bank whose receipt of interest on a Note is described
in Section 881(c)(3)(A) of the Internal Revenue Code, and
(4) you satisfy the statement requirement, described generally below, set
forth in Section 871(h) and Section 881(c) of the Internal Revenue
Code and the regulations thereunder;
(b) no withholding of United States federal income tax will be required
with respect to any gain or income realized by you upon the sale, exchange,
retirement or other disposition of a Note; and
(c) a Note beneficially owned by you at the time of your death will not
be subject to United States federal estate tax as a result of your death,
provided that you do not actually or constructively own 10% or more of the
total combined voting power of all classes of our stock entitled to vote
within the meaning of Section 871(h)(3) of the Internal Revenue Code and
provided that the interest payments with respect to the Note would not have
been, if received at the time of your death, effectively connected with the
conduct of a United States trade or business by you.
To qualify for the exemption from withholding tax described in
(a)(4) above, you or a financial institution holding the Note on your behalf,
must provide, in accordance with specified procedures, a paying agent of ours
with a statement to the effect that you are not a United States person.
Currently, these requirements will be met if:
(1) you provide your name and address and certify, under penalties of
perjury, that you are not a United States person, which certification may be
made on an Internal Revenue Service Form W-8 or a successor form, or
(2) a financial institution holding the Note on your behalf certifies,
under penalties of perjury, that the statement in paragraph (1) above has
been received by it and furnishes a paying agent with a copy of the
statement.
Under recently finalized Treasury regulations, the statement requirement
referred to in (a)(4) above may also be satisfied with other documentary
evidence for interest paid after December 31, 2000 with respect to an offshore
account or through certain foreign intermediaries.
If you cannot satisfy the requirements of the "portfolio interest" exception
described in paragraph (a) above, payments of premium, if any, and interest,
including original issue discount, made to you will be subject to a 30%
withholding tax unless you provide us or our paying agent with a properly
executed:
- Internal Revenue Service Form 1001, or a successor form, claiming an
exemption from or a reduction in the rate of withholding under the benefit
of a tax treaty, or
- Internal Revenue Service Form 4224, or a successor form, stating that
interest paid on the Note is not subject to withholding tax because it is
effectively connected with your conduct of a trade or business in the
United States.
S-6
<PAGE>
Under the recently finalized Treasury regulations, you will generally be
required to provide Internal Revenue Service Form W-8 in lieu of Internal
Revenue Service Form 1001 and Internal Revenue Service Form 4224, although
alternative documentation may be applicable in certain situations.
If you are engaged in a trade or business in the United States and premium,
if any, or interest, including original issue discount, on the Note is
effectively connected with the conduct of that trade or business, you will be
subject to United States federal income tax on the interest and original issue
discount on a net income basis in the same manner as if you were a United States
person, although you are exempt from the withholding tax discussed above. In
addition, if you are also a foreign corporation, you may be subject to a branch
profits tax equal to 30%, or lesser rate under an applicable Treaty, of your
effectively connected earnings and profits for the taxable year, subject to
adjustments.
Generally, any gain or income realized upon the sale, exchange, retirement
or other disposition of a Note will not be subject to United States federal
income tax unless:
- such gain or income is effectively connected with your trade or business
in the United States, or
- if you are an individual, you are present in the United States for 183
days or more in the taxable year of such sale, exchange, retirement or
other disposition, and other specified conditions are met.
If you are a "controlled foreign corporation," a "passive foreign investment
company," a "foreign personal holding company," or other United States alien
that is subject to special treatment under the Internal Revenue Code, special
rules may apply to you. You should consult your own tax advisors to determine
the United States federal, state, local and other tax consequences that may be
relevant to you.
As used herein, a United States person means a holder that is:
- a citizen or resident of the United States,
- a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision thereof,
- an estate the income of which is subject to United States federal income
taxation regardless of its source, or
- a trust
- that is subject to the supervision of a court within the United States
and the control of one or more United States persons as described in
Section 7701(a)(30) of the Internal Revenue Code, or
- that has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.
A United States alien is a holder that is not a United States person.
BACKUP WITHHOLDING
In general, no information reporting or backup withholding will be required
with respect to payments by us or a paying agent to you if a statement described
in (a)(4) above has been received and the payor does not have actual knowledge
that you are a United States person.
In addition, backup withholding and information reporting will not apply if
the principal of, premium, if any, original issue discount or interest on a Note
is paid or collected by a foreign office of a custodian, nominee or other
foreign agent on your behalf, or if a foreign office of a broker, as defined in
applicable Treasury regulations, pays the proceeds of the sale of a Note to you.
If, however, a nominee, custodian, agent or broker is, for United States federal
income tax purposes, a United States person, a controlled foreign corporation, a
foreign person that derives 50% or more of its gross income for certain periods
from the conduct of a United States trade or business, or, for taxable years
beginning after December 31,
S-7
<PAGE>
2000, a foreign partnership in which one or more United States persons, in the
aggregate, own more than 50% of the income or capital interests in the
partnership or which is engaged in a trade or business in the United States, the
payments will not be subject to backup withholding but will be subject to
information reporting, unless:
- the custodian, nominee, agent or broker has documentary evidence in its
records that you are not a United States person and other specified
conditions are met, or
- you otherwise establish an exemption.
Payments of principal, premium, if any, interest and original issue discount
on a Note paid to you by a United States office of a custodian, nominee or
agent, or the payment by the United States office of a broker of the proceeds of
sale of the Note, will be subject to both backup withholding and information
reporting unless you provide a statement described in (a)(4) above, and the
payor does not have actual knowledge that you are a United States person, or you
otherwise establish an exemption.
Any amounts withheld under the backup withholding rule will be allowed as a
refund or a credit against your United States federal income tax liability
provided that you furnish the required information to the Internal Revenue
Service.
S-8
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
among us and The Williams Capital Group, L.P., Blaylock & Partners, L.P. and
Guzman & Company (collectively, the "Underwriters"), we have agreed to sell to
the Underwriters, and the Underwriters have severally agreed to purchase, the
respective principal amounts of the Notes set forth opposite their names below.
The underwriting agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all the Notes if any are purchased.
<TABLE>
<CAPTION>
UNDERWRITER AMOUNT
----------- -------------
<S> <C>
The Williams Capital Group, L.P............................. 87,500,000
Blaylock & Partners, L.P.................................... 18,750,000
Guzman & Company............................................ 18,750,000
------------
Total........................................... $125,000,000
============
</TABLE>
We will also pay our issuing expenses estimated at $90,000.
The Underwriters have advised us that they propose initially to offer the
Notes to the public at the public offering price set forth on the cover of this
prospectus supplement and to certain dealers at such price less a concession not
in excess of .375% of the principal amount of the Notes. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of .25% of the
principal amount of the Notes of certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
This prospectus supplement and the prospectus should not be considered an
offer of the Notes in states where prohibited by law.
We do not intend to list the Notes on a national securities exchange.
Although the Underwriters intend to make a market in the Notes on the secondary
trading market, they are not required to do so and may stop their market making
activities at any time. Liquidity for the Notes cannot be assured.
To facilitate this offering, the Underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of Notes. Specifically,
the Underwriters may over-allot in connection with the offering, creating a
short position in the Notes for their own account. In addition, to cover
over-allotments or to stabilize the price of the Notes, the Underwriters may bid
for and purchase Notes in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an Underwriter or a dealer if the
syndicate repurchases previously distributed Notes in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the Notes above
independent market levels. The Underwriters are not required to engage in these
activities and may end any of these activities at any time.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
The settlement date for the purchase of the Notes will be June 19, 2000, as
agreed upon by us and the Underwriters pursuant to Rule 15c6-1 under the
Securities Exchange Act.
Certain of the Underwriters and their affiliates have provided investment
banking services to us, our parent, Bell Atlantic Corporation, and certain of
its affiliates and may provide these services in the future. They receive
customary fees and commissions for these services.
S-9
<PAGE>
EXPERTS
The balance sheets as of December 31, 1999 and 1998 and the statements of
income, changes in shareowner's investment and cash flows for each of the three
years in the period ended December 31, 1999, included in our Annual Report on
Form 10-K, incorporated by reference in this prospectus supplement, have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
S-10
<PAGE>
PROSPECTUS
$500,000,000
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
DEBT SECURITIES
New England Telephone and Telegraph Company ("Company") may offer from time
to time in one or more series up to $500,000,000 aggregate principal amount of
its debt securities ("Securities"), on terms to be determined at the time
Securities are offered for sale. Securities may be offered for sale directly to
purchasers and may also be offered through underwriters, dealers or agents.
The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, authorized denominations, maturity,
interest rate (or manner of calculation thereof) and time of payment of
interest, if any, any redemption terms, the initial public offering price, the
net proceeds to the Company from the sale of the Securities, the names of any
underwriters or agents, any compensation to such underwriters or agents and any
other specific terms in connection with the offering and sale of the Securities
in respect of which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement").
The Securities may be issued in registered form or bearer form. In addition,
all or a portion of the Securities of a series may be issued in global form.
Subject to certain exceptions, Securities in bearer form will not be offered,
sold or delivered to persons within the United States or to United States
persons. See "Limitations on Issuance of Bearer Securities."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
DECEMBER 8, 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
IN THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE TO WHICH THEY RELATE. THE DELIVERY OF THIS PROSPECTUS OR THE PROSPECTUS
SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
("SEC"). Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities of the SEC, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as at the
following SEC Regional Offices: Seven World Trade Center, Suite 1300, New York,
NY 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies can be obtained from the SEC by mail at prescribed rates. Requests
should be directed to the SEC's Public Reference Section, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549. The SEC also maintains a
Web site (http: //www.sec.gov) that contains reports and other information
regarding the Company.
The Company has filed with the SEC Registration Statements on Form S-3
(together with all amendments and exhibits thereto, "Registration Statement")
under the Securities Act of 1933, as amended ("Securities Act"), covering the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statements, certain parts of which are
omitted from the Prospectus in accordance with the rules and regulations of the
SEC. For further information, reference is made to the Registration Statements.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC (File
No. 1-1150) and are hereby incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997; and
(3) The Company's Current Reports on Form 8-K, date of reports August 14 and
December 5, 1997.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
COPIES OF THE ABOVE DOCUMENTS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS, UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN) MAY BE
OBTAINED UPON WRITTEN OR ORAL REQUEST WITHOUT CHARGE BY EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED FROM THE DIRECTOR--EXTERNAL REPORTING, BELL ATLANTIC
CORPORATION, 31ST FLOOR, 1717 ARCH STREET, PHILADELPHIA, PA 19103 (TELEPHONE
NUMBER 215-963-6360).
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THE COMPANY
The Company is engaged in the business of providing telecommunications
services in Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. Since
January 1, 1984, the Company has been a wholly-owned subsidiary of NYNEX
Corporation ("NYNEX"), one of the seven regional holding companies formed by
American Telephone and Telegraph Company ("AT&T") in connection with the
court-ordered divestiture (the "Divestiture") by AT&T of certain portions of its
22 wholly-owned operating telephone companies. Prior to the Divestiture on
January 1, 1984, the Company was an associated company of the Bell System and a
wholly-owned subsidiary of AT&T.
As a result of the merger of NYNEX and Bell Atlantic Corporation ("Bell
Atlantic") on August 14, 1997, the Company became an indirect wholly owned
subsidiary of Bell Atlantic. Bell Atlantic, another of the original seven
holding companies formed by AT&T in connection with the Divestiture, is a
diversified telecommunications company operating in the region stretching from
Maine to Virginia. In addition to its operating telephone subsidiaries, Bell
Atlantic provides domestic wireless service in 25 states and has international
wireless and other telecommunications company investments.
The Company, incorporated in 1883 under the laws of the State of New York,
has its principal executive offices at 125 High Street, Boston, Massachusetts
02110 (telephone number 617 743-9800).
USE OF PROCEEDS
The Company intends to apply the proceeds from the sale of the Securities to
repay short-term and/ or long-term debt, to refinance outstanding long-term debt
and/or for general corporate purposes. If market conditions are such that the
Company determines it is in its best interests to refinance long-term debt, the
Company would consider redeeming, repurchasing or refinancing, in whole or in
part, one or more outstanding issues identified in the Prospectus Supplement
relating to the particular series of Securities being offered hereby.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31,
ENDED -----------------------------------------------------------------------------
SEPTEMBER 30, 1997 1996 1995 1994 1993 1992
--------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
6.05 6.86 5.59 4.97 1.64 4.31
</TABLE>
For the purpose of this ratio: (i) earnings have been calculated by adding
interest expense and the estimated interest portion of rentals to income before
the provision for income taxes, extraordinary item and cumulative effect of
change in accounting principle; and (ii) fixed charges are comprised of interest
expense, the estimated interest portion of rentals and interest capitalized on
construction.
DESCRIPTION OF SECURITIES
The following describes certain general terms and provisions of the
Securities to which any Prospectus Supplement may relate. The particular terms
and provisions of the series of Securities offered by a Prospectus Supplement,
and the extent to which such general terms and provisions described below may
apply thereto, will be described in the Prospectus Supplement relating to such
series of Securities.
The Securities are to be issued under an Indenture dated as of October 1,
1992 ("Indenture"), from the Company to State Street Bank and Trust Company,
successor Trustee ("Trustee"). The following summaries of certain provisions of
the Securities and the Indenture do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definition therein of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to, it is
intended that such sections or defined terms shall be incorporated herein by
reference.
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GENERAL
The Indenture does not limit the amount of Securities which can be issued
thereunder, and additional debt securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by, or
pursuant to a resolution of, the Company's Board of Directors or by a
supplemental indenture. Reference is made to the Prospectus Supplement for the
following terms of the particular series of Securities being offered hereby: (i)
the title of the Securities of the series; (ii) any limit upon the aggregate
principal amount of the Securities of the series; (iii) the date or dates (or
manner of determining the same) on which the principal of the Securities of the
series will mature; (iv) the rate or rates (or manner of calculation thereof),
if any, at which the Securities of the series will bear interest, the date or
dates from which any such interest will accrue and on which such interest will
be payable (or manner of determining the same), and, with respect to Securities
of the series in registered form, the record date for the interest payable on
any interest payment date; (v) the place or places where the principal of and
interest, if any, on the Securities of the series will be payable; (vi) any
redemption or sinking fund provisions; (vii) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
will be payable upon declaration of acceleration of the maturity thereof; (viii)
whether the Securities of the series will be issuable in registered form
("registered Securities") or bearer form ("bearer Securities") or both, and
whether and the terms upon which bearer Securities will be exchangeable for
registered Securities and vice versa; (ix) any provisions for payment of
additional amounts for taxes and any provision for redemption, in the event the
Company must comply with reporting requirements in respect of a Security or must
pay such additional amounts in respect of any Security; (x) whether the
Securities of the series will be issued in whole or in part in the form of a
temporary or permanent global Security or Securities and, in such case, the
depositary therefor; (xi) any other terms of the Securities (which terms shall
not be inconsistent with the provisions of the Indenture), including any terms
which may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of such series.
(Sections 2.01. and 2.02.) To the extent not described herein, principal,
premium, if any, and interest, if any, will be payable, and the Securities of a
particular series will be transferable, in the manner described in the
Prospectus Supplement relating to such series.
Each series of Securities will constitute unsecured indebtedness of the
Company and will rank on a parity with the Company's other unsecured
indebtedness.
Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Federal income tax consequences applicable to
any such Securities will be described in the Prospectus Supplement relating
thereto.
DENOMINATIONS, REGISTRATION OF TRANSFER AND EXCHANGE
Unless otherwise indicated in the Prospectus Supplement, the Securities will
be issuable in denominations of $1,000 and integral multiples thereof.
Securities of a series may be issuable in whole or in part in the form of one or
more global Securities, as described below under "Global Securities". One or
more global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of Securities of the
series to be represented by such global Security or Securities. If so provided
with respect to a series of Securities, Securities of such series will be
issuable solely as bearer Securities with coupons attached or as both registered
Securities and bearer Securities.
In connection with the sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations
(generally, the first 40 days after the closing date and, with respect to unsold
allotments, until sold), no bearer Security shall be mailed or otherwise
delivered to any location in the United States (as defined under "Limitations on
Issuance of Bearer Securities"). A bearer Security in definitive form (including
interests in a permanent global Security) may be delivered only if the person
entitled to receive such bearer Security furnishes written
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<PAGE>
certification, in the form required by the Indenture, to the effect that such
bearer Security is not owned by or on behalf of a United States person (as
defined under "Limitations on Issuance of Bearer Securities"), or, if a
beneficial interest in such bearer Security is owned by or on behalf of a United
States person, that such United States person (i) acquired and holds the bearer
Security through a foreign branch of a United States financial institution,
(ii) is a foreign branch of a United States financial institution purchasing for
its own account or resale (and in either case, (i) or (ii), such financial
institution agrees to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended ("Code"), and the
regulations thereunder) or (iii) is a financial institution purchasing for
resale during the restricted period which certifies that it has not acquired
such bearer Security for purposes of resale to a United States person or to a
person within the United States. (Section 2.03.(d)) See "Global
Securities--Bearer Debt Securities" and "Limitations on Issuance of Bearer
Securities". Bearer Securities and the coupons related thereto will be
transferable by delivery. (Section 2.12.(e))
Registered Securities of any series (other than a global Security) may be
exchanged for other registered Securities of that series, of any authorized
denominations and in a like aggregate principal amount having identical terms.
In addition, if Securities of any series are issuable as both registered
Securities and as bearer Securities, at the option of the holder, and subject to
the terms of the Indenture, bearer Securities (with all unmatured coupons,
except as provided below, and all matured coupons in default) of such series may
be exchanged for registered Securities of that series of any authorized
denominations and of a like aggregate principal amount having identical terms.
Unless otherwise indicated in an applicable Prospectus Supplement, any bearer
Security surrendered in exchange for a registered Security between a regular
record date or a special record date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
registered Security issued in exchange for such bearer Security but will be
payable only to the holder of such coupon when due in accordance with the terms
of the Indenture. (Section 2.12.(b)) Except as provided in an applicable
Prospectus Supplement, bearer Securities will not be issued in exchange for
registered Securities.
Securities may be presented for exchange as provided above, and registered
Securities (other than a global Security) may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed), at the
office of the registrar or at the office of any co-registrar appointed by the
Company for such purpose with respect to any series of Securities and referred
to in an applicable Prospectus Supplement, without service charge and upon
payment of any taxes and other governmental charges as described in the
Indenture. (Sections 2.04. and 2.12.(c)) Such transfer or exchange will be
effected upon the registrar or co-registrar, as the case may be, being satisfied
with the documents of title and identity of the person making the request. The
Company has initially appointed the Trustee as registrar under the Indenture. If
a Prospectus Supplement refers to any co-registrars (in addition to the
registrar) initially appointed by the Company with respect to any series of
Securities, the Company may at any time terminate the appointment of any such
co-registrar, except that, if Securities of a series are issuable only as
registered Securities, the Company will be required to maintain a registrar for
such series. The Company may at any time designate additional co-registrars with
respect to any series of Securities. (Section 2.04.)
Neither the Company nor the registrar shall be required (i) to issue,
register the transfer of or exchange Securities of any series for the period of
15 days immediately preceding the selection of any such Securities to be
redeemed or (ii) to register the transfer of or exchange Securities of any
series selected, called or being called for redemption as a whole or the portion
being redeemed of any such Securities selected, called or being called for
redemption in part. (Section 2.12.(d))
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of (i) principal of (and premium, if any, on) registered Securities will be paid
only against presentation and surrender thereof at the office of the paying
agent (as defined below) in New York, New York, or, at the option of the
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<PAGE>
holder, at the corporate trust office of the Trustee unless the Company shall
have otherwise instructed the Trustee and (ii) interest, if any, on registered
Securities (other than a global Security) may be paid on the interest payment
date for such Securities to the holder thereof at the close of business on the
relevant record date specified in the Securities by check mailed to such
holder's address as it appears on the register for such Securities. (Section
2.05.(b))
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of (i) principal of (and premium, if any, on) bearer Securities will be paid
only against presentation and surrender thereof, (ii) interest, if any, on
bearer Securities will be paid only against presentation and surrender of the
coupons for such interest installments as are evidenced thereby as they mature
and (iii) original issue discount (as defined in the Code), if any, on bearer
Securities will be paid only against presentation and surrender of such
Securities (and in either case, (ii) or (iii), at the office of the paying agent
located outside of the United States, unless the Company shall have otherwise
instructed the Trustee in writing). If at the time that payment of principal of
(and premium, if any, on), interest, if any, or original issue discount, if any,
on a bearer Security or coupon shall become due, the payment so payable at the
office or offices of all paying agents outside the United States is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in United States currency,
then the Company may instruct the Trustee to make such payments at the office of
the paying agent located in the United States. (Section 2.05.(c)) No payment of
interest on a bearer Security will be made unless on the earlier of the date of
the first such payment by the Company or the delivery by the Company of the
bearer Security in definitive form (including interests in a permanent global
Security) (the "Certification Date"), a written certificate in the form and to
the effect described under "Denominations, Registration of Transfer and
Exchange" is provided to the Trustee. (Section 2.08.)
The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities which are issuable solely as
registered Securities may be presented for payment ("paying agent"). With
respect to any series of Securities issued in whole or in part as bearer
Securities, the Company shall maintain one or more paying agents located outside
the United States and shall maintain such paying agents for a period of two
years after the principal of such bearer Securities has become due and payable.
During any period thereafter for which it is necessary in order to conform to
United States tax laws or regulations, the Company will maintain a paying agent
outside the United States to which the bearer Securities (or coupons
appertaining thereto) may be presented for payment. The Company may appoint one
or more additional paying agents and may terminate the appointment of any paying
agent at any time upon written notice. The Company initially appoints the
Trustee as paying agent. (Section 2.04.)
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in the form of
one or more global Securities that will be deposited with or on behalf of a
depositary identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. (Section 2.01.)
The specific terms of the depositary arrangement with respect to any
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement,
Securities which are to be represented by a global Security in registered form
to be deposited with or on behalf of a depositary will be registered in the name
of such depositary or its nominee. Upon the issuance of a global Security in
registered form, the depositary for such global Security will credit the
respective principal amounts of the Securities represented by such global
Security to the accounts of institutions that have accounts with such depositary
or its nominee ("participants"). The accounts to be credited shall be designated
by the underwriters or agents of such Securities or by the Company, if such
Securities are offered and sold
6
<PAGE>
directly by the Company. Ownership of beneficial interests in such global
Securities will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests by participants in such
global Securities will be shown on, and the transfer of that ownership interest
will be effected only through, records maintained by the depositary or its
nominee for such global Security. Ownership of beneficial interests in global
Securities by persons that hold through participants will be shown on, and the
transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a global Security.
So long as the depositary for a global Security in registered form, or its
nominee, is the registered owner of such global Security, such depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Securities represented by such global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in such
global Securities will not be entitled to have Securities of the series
represented by such global Security registered in their names, will not receive
or be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the owners or holders thereof under
the Indenture.
Payment of principal of, premium, if any, and any interest on Securities
registered in the name of or held by a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the registered owner or
the holder of the global Security. None of the Company, the Trustee, any paying
agent or the registrar for such Securities shall owe any duty or obligation to
any beneficial owner of any Security or have any responsibility or liability for
any aspect of the records or notices relating to or payments made on account of
beneficial ownership interests in a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 2.07.(c))
The Company expects that the depositary for a permanent global Security in
registered form, upon receipt of any payment of principal, premium or interest
in respect of a permanent global Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such global Security as shown on the
records of such depositary. The Company also expects that payments by
participants to owners of beneficial interests in such global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with Securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants.
A global Security in registered form may not be transferred except as a
whole by the depositary for such global Security to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor of such
depositary or a nominee of such successor. If a depositary for a permanent
global Security in registered form is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue Securities in definitive
registered form in exchange for the global Security or Securities representing
such Securities. In addition, the Company may at any time and in its sole
discretion determine not to have any Securities in registered form represented
by one or more global Securities and, in such event, will issue Securities in
definitive form in exchange for all of the global Securities representing such
Securities. Further, if the Company so specifies with respect to the Securities
of a series, an owner of a beneficial interest in a global Security representing
Securities of such series may, on terms acceptable to the Company and the
depositary for such global Security, receive Securities of such series in
definitive form. In any such instance, an owner of a beneficial interest in a
global Security will be entitled to physical delivery in definitive form of
Securities of the series represented by such global Security equal in principal
amount to such beneficial interest and to have such Securities registered in its
name (if the Securities of such series are issuable as registered Securities).
Securities of such series so issued in definitive form will be issued as either
registered or bearer Securities if the Securities of such series are issuable in
either form. (Section 2.12.) See, however, "Limitation on Issuance of Bearer
Securities" below for a description of
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certain restrictions on the issuance of a bearer Security in definitive form in
exchange for an interest in a global Security.
BEARER DEBT SECURITIES. If so specified in an applicable Prospectus
Supplement, pending the availability of a permanent global Security, all or any
portion of the Securities of a series which may be issuable as bearer Securities
will initially be represented by one or more temporary global Securities,
without interest coupons, to be delivered to a depositary designated in the
applicable Prospectus Supplement, for the benefit of Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euro-clear System
("Euro-clear") and Centrale de Livraison de Valeurs Mobilieres, S.A. ("CEDEL,
S.A.") and for credit to the designated accounts.
The interests of the beneficial owner or owners in a temporary global
Security in bearer form will be exchangeable for definitive Securities
(including interests in a permanent global Security in bearer form),
representing Securities having the same interest rate and stated maturity, but
only upon written certification in the form and to the effect described under
"Denominations, Registration of Transfer and Exchange" unless such certification
has been provided on an earlier interest payment date. The beneficial owner of a
Security represented by a temporary global Security in bearer form or a
permanent global Security in bearer form may, on or after the applicable
exchange date and upon 30 days' written notice to the Trustee or the global
exchange agent given through Euro-clear or CEDEL, S.A., exchange its interest
for definitive bearer Securities or, if specified in an applicable Prospectus
Supplement, definitive registered Securities of any authorized denomination. No
bearer Security delivered in exchange for a portion of a temporary global
Security or a permanent global Security shall be mailed or otherwise delivered
to any location in the United States. (Section 2.08.)
Unless otherwise specified in an applicable Prospectus Supplement, interest
in respect of any portion of a temporary global Security in bearer form payable
in respect of an interest payment date occurring prior to the applicable
exchange date will be paid to each of Euro-clear and CEDEL, S.A. with respect to
the portion of the temporary global Security in bearer form held for its
account, but only upon receipt by the Trustee or the global exchange agent in
each case of written certification, in the form and to the effect described
under "Denominations, Registration of Transfer and Exchange". Each of Euro-
clear and CEDEL, S.A. will undertake in such circumstances to credit such
interest received by it in respect of a temporary global Security in bearer form
to the respective accounts for which it holds such temporary global Security in
bearer form as of the relevant interest payment date.
NEGATIVE PLEDGE COVENANTS
If at any time the Company mortgages, pledges or otherwise subjects to any
lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, the Company will secure the
outstanding Securities, and any other obligations of the Company which may then
be outstanding and entitled to the benefit of a covenant similar in effect to
this covenant, equally and ratably with the indebtedness or obligations secured
by such mortgage, pledge or lien, for as long as any such indebtedness or
obligation is so secured. The foregoing covenant does not apply to the creation,
extension, renewal or refunding of purchase-money mortgages or liens, or to the
making of any deposit or pledge to secure public or statutory obligations or
with any governmental agency at any time required by law in order to qualify the
Company to conduct its business or any part thereof or in order to entitle it to
maintain self-insurance or to obtain the benefits of any law relating to
workmen's compensation, unemployment insurance, old age pensions or other social
security, or with any court, board, commission or governmental agency as
security incident to the proper conduct of any proceeding before it. Nothing
contained in the Indenture prevents a person directly or indirectly controlling
or controlled by, or under direct or indirect common control with, the Company
from mortgaging, pledging or subjecting to any lien any property or assets,
whether or not acquired from the Company. (Section 4.02.)
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AMENDMENT AND WAIVER
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the outstanding Securities of each
series affected by the amendment or supplement (with each series voting as a
class), or compliance with any provision may be waived with the consent of the
holders of a majority in principal amount of the outstanding Securities of each
series affected by such waiver (with each series voting as a class). However,
without the consent of each Securityholder affected, an amendment or waiver may
not (i) reduce the amount of Securities whose holders must consent to an
amendment or waiver; (ii) change the rate of or change the time of payment of
interest on any Security; (iii) change the principal of or change the fixed
maturity of any Security; (iv) waive a default in the payment of the principal
of or interest on any Security; (v) make any Security payable in money other
than that stated in the Security; or (vi) impair the right to institute suit for
the enforcement of any payment on or with respect to any Security. (Section
9.02.) The Indenture may be amended or supplemented without the consent of any
Securityholder (i) to cure any ambiguity, defect or inconsistency in the
Indenture or in the Securities of any series; (ii) to provide for the assumption
of all the obligations of the Company under the Securities and any coupons
related thereto and the Indenture by any corporation in connection with a
merger, consolidation, transfer or lease of the Company's property and assets
substantially as an entirety, as provided for in the Indenture; (iii) to provide
for uncertificated Securities in addition to or in place of certificated
Securities; (iv) to make any change that does not adversely affect the rights of
any Securityholder; (v) to provide for the issuance of and establish the form
and terms and conditions of a series of Securities or to establish the form of
any certifications required to be furnished pursuant to the terms of the
Indenture or any series of Securities; or (vi) to add to rights of
Securityholders. (Section 9.01.)
SUCCESSOR ENTITY
The Company may not consolidate with or merge into, or transfer or lease its
property and assets substantially as an entirety to, another entity unless the
successor entity is a corporation and assumes all the obligations of the Company
under the Securities and any coupons related thereto and the Indenture.
Thereafter all such obligations of the Company terminate. (Section 5.01.)
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Securities: (i) default in the payment of interest
on any Security of such series for 90 days; (ii) default in the payment of the
principal of any Security of such series; (iii) failure by the Company for 90
days after notice to it to comply with any of its other agreements in the
Securities of such series, in the Indenture or in any supplemental indenture;
and (iv) certain events of bankruptcy or insolvency. (Section 6.01.) If an Event
of Default occurs with respect to the Securities of any series and is
continuing, the Trustee or the holders of at least 25% in principal amount of
all of the outstanding Securities of that series may declare the principal (or,
if the Securities of that series are original issue discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Securities of that series to be due and payable. Upon such
declaration, such principal (or, in the case of original issue discount
Securities, such specified amount) shall be due and payable immediately.
(Section 6.02.)
Securityholders may not enforce the Indenture or the Securities, except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. (Section 6.06.) Subject to
certain limitations, holders of a majority in principal amount of the Securities
of each series affected (with each series voting as a class) may direct the
Trustee in its exercise of any trust power. (Section 6.05.) The Trustee may
withhold from Securityholders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is
in their interests. (Section 7.05.)
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CONCERNING THE TRUSTEE
The Company maintains banking relationships in the ordinary course of
business with the Trustee and certain of its affiliates. The Trustee also serves
as trustee for the Company's 6 1/4% Notes, due December 15, 1997, Five Year
5.05% Notes, due October 1, 1998, Thirty-Eight Year 4 5/8% Debentures, due April
1, 1999, Forty Year 4 1/2% Debentures, due July 1, 2002, Ten Year 6 1/4% Notes,
due March 15, 2003, Forty Year 4 5/8% Debentures, due July 1, 2005, and Thirty
Year 6 7/8% Debentures, due October 1, 2023.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, bearer
Securities may not be offered or sold during the restricted period (as defined
under "Description of Securities--Denominations, Registration of Transfer and
Exchange"), or delivered in definitive form in connection with a sale during the
restricted period, in the United States or to a United States person (each as
defined below), except to the extent permitted under Section 1.163-5(c)(2)(i)(D)
of the United States Treasury Regulations (the "D Rules"). Any underwriters,
agents and dealers participating in the offering of Securities must agree not to
offer or sell bearer Securities in the United States or to United States
persons, except to the extent permitted under the D Rules, nor deliver bearer
Securities within the United States.
Bearer Securities and their interest coupons will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code". The sections referred to in such legend provide that a
United States person, with certain exceptions, will not be entitled to deduct
any loss on bearer Securities and must treat as ordinary income any gain
realized on a sale or other disposition of bearer Securities.
Purchasers of bearer Securities may be affected by certain limitations under
United States tax laws. See "United States Taxation--Backup Withholding".
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including the
States and the District of Columbia) and its possessions including Puerto Rico,
the United States Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
UNITED STATES TAXATION
THE DISCUSSION SET FORTH BELOW IS INTENDED ONLY AS A SUMMARY OF CERTAIN OF
THE UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES APPLICABLE TO THE
OWNERSHIP OF SECURITIES BY UNITED STATES ALIENS AND DOES NOT PURPORT TO BE A
COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS RELEVANT TO A DECISION
TO PURCHASE SECURITIES. SUCH DISCUSSION DOES NOT ADDRESS ANY TAX CONSEQUENCES
THAT MAY BE RELEVANT TO INVESTORS THAT ARE NOT UNITED STATES ALIENS OR ANY TAX
CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCALITY OR NON-UNITED STATES
JURISDICTION. PROSPECTIVE INVESTORS SHOULD CONSULT THE APPROPRIATE PROSPECTUS
SUPPLEMENT FOR THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES THAT MAY BE
RELEVANT TO A PARTICULAR OFFERING OF SECURITIES. FURTHERMORE, THE DISCUSSION SET
FORTH BELOW IS BASED ON THE CODE, REGULATIONS, RULINGS AND JUDICIAL DECISIONS AS
OF THE DATE HEREOF, AND SUCH AUTHORITIES MAY BE REPEALED, REVOKED OR MODIFIED SO
AS TO MAKE THE FOLLOWING ANALYSIS INAPPLICABLE. IT IS RECOMMENDED THAT ALL
PROSPECTIVE INVESTORS CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX
CONSIDERATIONS OF THIS OFFERING.
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Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:
(a) no withholding of United States federal income tax will be required
with respect to the payment by the Company or any paying agent of principal,
premium, if any, or interest (which for purposes of this discussion includes
original issue discount) on a Security owned by a United States Alien (as
defined below), provided that, in the case of interest (i) the beneficial
owner does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote within the meaning of Section 871(h)(3) of the Code and the regulations
thereunder, (ii) the beneficial owner is not a controlled foreign
corporation that is related to the Company through stock ownership and
(iii) in the case of a registered Security, the beneficial owner satisfies
the statement requirement (described generally below) set forth in Section
871(h) and Section 881(c) of the Code and the regulations thereunder;
(b) no withholding of United States federal income tax will be required
with respect to any gain or income realized by a United States Alien upon
the sale, exchange or retirement of a Security; and
(c) a Security beneficially owned by an individual who at the time of
death is a United States Alien will not be subject to United States federal
estate tax as a result of such individual's death, provided that such
individual does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote within the meaning of Section 871(h)(3) of the Code and provided that
the interest payments with respect to such Security would not have been, if
received at the time of such individual's death, effectively connected with
the conduct of a United States trade or business by such individual.
To qualify for the exemption from withholding tax in (a)(iii) above, the
beneficial owner of a registered Security, or a financial institution holding
the Security on behalf of such owner, must provide, in accordance with specified
procedures, a paying agent of the Company with a statement to the effect that
the beneficial owner is not a United States person, citizen or resident.
Pursuant to current temporary Treasury regulations, these requirements will be
met if (1) the beneficial owner provides his name and address and certifies,
under penalties of perjury, that he is not a United States person, citizen or
resident (which certification may be made on an Internal Revenue Service Form
W-8 or a successor form) or (2) a financial institution holding the Security on
behalf of the beneficial owner certifies, under penalties of perjury, that such
statement has been received by it and furnishes a paying agent with a copy
thereof.
Payments to United States Aliens not meeting the requirements of paragraph
(a) above and thus subject to withholding of United States federal income tax
may nevertheless be exempt from such withholding if the beneficial owner of the
Security provides the Company with a properly executed (1) Internal Revenue
Service Form 1001 (or a successor form) claiming an exemption from withholding
under the benefit of a tax treaty or (2) Internal Revenue Service Form 4224 (or
a successor form) stating that interest paid on the Security is not subject to
withholding because it is effectively connected with the owner's conduct of a
trade or business in the United States.
As used herein, "United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States, a foreign corporation,
a nonresident alien individual, a nonresident fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, as to
the United States, a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust.
BACKUP WITHHOLDING
Under certain circumstances, the Company or its paying agent will have to
report to the United States Internal Revenue Service payments of principal,
interest, original issue discount, if any, and any premium. In addition, the
Company or its paying agent may have to withhold 31% of such payments and
deposit such amounts with the Internal Revenue Service ("backup withholding").
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Generally, no information reporting or backup withholding will be required
with respect to payments by the Company or a paying agent to United States
Aliens (1) if those payments are made outside of the United States on bearer
Securities or (2) on registered Securities with respect to which a statement
described in (a)(iii) above has been received and the payor does not have actual
knowledge that the beneficial owner is a United States person.
In addition, backup withholding and information reporting will not apply if
the principal of, premium, if any, or interest on a Security is paid or
collected by a foreign office of a custodian, nominee or other foreign agent on
behalf of the beneficial owner of such Security, or if a foreign office of a
broker (as defined in applicable Treasury regulations) pays the proceeds of the
sale of a Security to the owner thereof. If, however, such nominee, custodian,
agent or broker is, for United States federal income tax purposes, a United
States person, a controlled foreign corporation or a foreign person that derives
50% or more of its gross income for certain periods from the conduct of a United
States trade or business, such payments will not be subject to backup
withholding but will be subject to information reporting, unless (1) such
custodian, nominee, agent or broker has documentary evidence in its records that
the beneficial owner is not a United States person and certain other conditions
are met or (2) the beneficial owner otherwise establishes an exemption.
Temporary Treasury regulations provide that the Treasury is considering whether
backup withholding will apply with respect to such payments of principal,
premium, interest or the proceeds of a sale that are not subject to backup
withholding under the current regulations. Under proposed Treasury regulations
not currently in effect, backup withholding will not apply to such payments
absent actual knowledge that the payee is a United States person.
Principal of, premium, if any, and interest on, a Security paid to the
beneficial owner of such Security by a United States office of a custodian,
nominee or agent, or the payment by the United States office of a broker of the
proceeds of sale of such Security, will be subject to both backup withholding
and information reporting unless the beneficial owner provides a statement
described in (a)(iii) above, and the payor does not have actual knowledge that
the beneficial owner is a United States person, or otherwise establishes an
exemption.
Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against such United States Alien's United States federal
income tax liability provided the required information is furnished to the
Internal Revenue Service.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Securities being offered hereby: (i) directly to
purchasers, (ii) through agents, (iii) through underwriters, (iv) through
dealers or (v) through a combination of any such methods of sale.
The distribution of the Securities may be effected from time to time in one
or more transactions either: (i) at a fixed price or prices, which may be
changed, (ii) at market prices prevailing at the time of sale, (iii) at prices
related to such prevailing market prices or (iv) at negotiated prices.
Offers to purchase Securities may be solicited directly by the Company or by
agents designated by the Company from time to time. Any such agent, which may be
deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment (ordinarily five
business days or less). Agents may be customers of, engage in transactions with,
or perform services for, the Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the Company will
execute an underwriting agreement with such underwriters at the time of sale to
them, and the names of the underwriters and the
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terms of the transactions will be set forth in the Prospectus Supplement, which
will be used by the underwriters to make resales of the Securities in respect of
which this Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, the Company in the ordinary course of business.
Also, underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to indemnification
against, or contribution with respect to, certain civil liabilities, including
liabilities under the Securities Act.
Each underwriter, dealer and agent participating in the distribution of any
Securities that are issuable as bearer Securities will agree that it will not
offer, sell or deliver, directly or indirectly, bearer Securities in the United
States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Securities.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts (the "Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees, the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
EXPERTS
The balance sheets as of December 31, 1996 and 1995 and the statements of
income and reinvested earnings and cash flows for each of the three years in the
period ended December 31, 1996 and the related financial statement schedule, all
incorporated by reference in this prospectus, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Securities offered hereby will be passed upon for the
Company by Mr. Morrison DeS. Webb, Vice President and General Counsel of the
Company, and for the agents or underwriters, if any, by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), 425 Lexington
Avenue, New York, New York 10017. Simpson Thacher & Bartlett from time to time
has acted as counsel in certain matters for NYNEX and certain of its
subsidiaries, including the Company.
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$125,000,000
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
D/B/A BELL ATLANTIC--NEW ENGLAND
SEVEN YEAR 7.65% NOTES DUE JUNE 15, 2007
------------------------------
PROSPECTUS SUPPLEMENT
------------------------------
THE WILLIAMS CAPITAL GROUP, L.P.
BLAYLOCK & PARTNERS, L.P.
GUZMAN & COMPANY
June 13, 2000
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