SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 31, 1994
BELL ATLANTIC - NEW JERSEY, INC.
A New Jersey Commission File IRS Employer Iden-
Corporation Number 1-3488 tification Number
22-1151770
540 Broad Street, Newark, NJ 07101
Telephone Number (201) 649-9900
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Form 8-K Bell Atlantic - New Jersey, Inc.
January 31, 1994
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The exhibits listed in the accompanying Index to
Exhibits relate to the Registration Statement (No.
33-49851) on Form S-3 of the Registrant and are
filed herewith for incorporation by reference in
such Registration Statement.
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Form 8-K Bell Atlantic - New Jersey, Inc.
January 31, 1994
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
Bell Atlantic - New Jersey, Inc.
By: /s/ Michael J. Losch
---------------------------------------
(Michael J. Losch - Treasurer and Chief
Financial Officer)
January 31, 1994
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Form 8-K Bell Atlantic - New Jersey, Inc.
January 31, 1994
Index to Exhibits
-----------------
Exhibit Number Per
Item 601 of Sequentially
Regulation S-K Description of Document Numbered Page
- ------------------ ----------------------- -------------
1 Underwriting Agreement, dated
January 31, 1994, between
Bell Atlantic - New Jersey,
Inc. and Morgan Stanley & Co.
Incorporated
23 Consent of Coopers & Lybrand
(Independent Accountants).
26 Form of invitation to partic-
ipate in competitive bidding
procedures.
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BELL ATLANTIC--NEW JERSEY, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
January 31, 1994
To the Representative
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
Bell Atlantic--New Jersey, Inc., a New Jersey corporation ("Company"), may
issue and sell from time to time one or more series of its debt securities
registered under the registration statement referred to in Paragraph 1(a)
hereof ("Securities" and individually "Security"). The Securities will be
issued under an Indenture ("Indenture"), between the Company and First
Fidelity Bank, National Association, Trustee, in one or more
series and may vary as to interest rates, maturities, redemption provisions
and selling prices, with all such terms for any particular Securities being
determined at the time of sale. The Company proposes to sell to the
underwriters named in Schedule II hereto ("Underwriters"), for whom you are
acting as representative(s) ("Representative"), a series of Securities, of the
designation, with the terms and in the aggregate principal amount specified in
Schedule I hereto ("Underwritten Securities" and individually "Underwritten
Security"). If the firm or firms listed in Schedule II include only the firm
or firms listed in Schedule I hereto, then the term "Underwriters" and
"Representative", as used herein, shall each be deemed to refer to such firm
or firms.
1. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement on Form S-3 (No. 33-49851) with respect
to the Securities has been prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended ("Act"), and the
rules and regulations ("Rules and Regulations") of the Securities and
Exchange Commission ("Commission") thereunder and has become effective.
As used in this Agreement, (i) "Registration Statement" means that
registration statement, as amended or supplemented to the date hereof;
(ii) "Preliminary Prospectus" means each prospectus (including all
documents incorporated therein by reference) included in the Registration
Statement before it became effective under the Act, including any
prospectus filed with the Commission pursuant to Rule 424(a) of the Rules
and Regulations; (iii) "Basic Prospectus" means the prospectus (including
all documents incorporated therein by reference) included in the
Registration Statement; and (iv) "Prospectus" means the Basic Prospectus
together with any prospectus amendment or supplement (including in each
case all documents incorporated therein by reference) specifically
relating to the Underwritten Securities, as filed with, or mailed for
filing to, the Commission pursuant to paragraph (b) of Rule 424 of the
Rules and Regulations. The Commission has not issued any order preventing
or suspending the use of the Prospectus. The Company meets the
requirements for use of Form S-3 under the Act and the Rules and
Regulations.
(b) The Registration Statement and the Prospectus contain, and (in
the case of any amendment or supplement to any such document, or any
material incorporated by reference in any such document, filed with the
Commission after the date as of which this representation is being made)
will contain at all times during the period specified in Paragraph 3(c)
hereof, all statements which are required by the Act, the Securities
Exchange Act of 1934, as amended ("Exchange Act"), the Trust Indenture Act
of 1939, as amended ("Trust Indenture Act"), and the rules and regulations
of the Commission under such Acts; the Indenture, including any amendments
and supplements thereto, conformed on the date on which the Registration
Statement originally became effective with the
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requirements of the Trust Indenture Act and the rules and regulations
of the Commission thereunder; and the Registration Statement and the
Prospectus do not, and (in the case of any amendment or supplement to any
such document, or any material incorporated by reference in any such
document, filed with the Commission after the date as of which this
representation is being made) will not, at any time during the period
specified in Paragraph 3(c) hereof, contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided that the Company makes no representation or warranty as to
information contained in or omitted from the Registration Statement or the
Prospectus in reliance and based upon and in conformity with written
information furnished to the Company through the Representative by or on
behalf of any Underwriter specifically for inclusion therein, or as to any
statements in or omissions from the Statement of Eligibility and
Qualification of the Trustee under the Indenture.
(c) The documents incorporated by reference into any Preliminary
Prospectus or the Prospectus have been, and (in the case of any amendment
or supplement to any such document, or any material incorporated by
reference in any such document, filed with the Commission after the date
as of which this representation is being made) will be at all times during
the period specified in Paragraph 3(c) hereof, prepared by the Company in
conformity with the applicable requirements of the Act and the Rules and
Regulations and the Exchange Act and the rules and regulations of the
Commission thereunder and such documents have been, or (in the case of any
amendment or supplement to any such document, or any material incorporated
by reference in any such document, filed with the Commission after the
date as of which this representation is being made) will be at all times
during the period specified in Paragraph 3(c) hereof, timely filed as
required thereby.
(d) There are no contracts or other documents which are required to
be filed as exhibits to the Registration Statement by the Act or by the
Rules and Regulations, or which were required to be filed as exhibits to
any document incorporated by reference in the Prospectus by the Exchange
Act or the rules and regulations of the Commission thereunder, which have
not been filed as exhibits to the Registration Statement or to such
document or incorporated therein by reference as permitted by the Rules
and Regulations or the rules and regulations of the Commission under the
Exchange Act as required.
(e) The Company is not in violation of its corporate charter or
by-laws or in default under any agreement, indenture or instrument, the
effect of which violation or default would be material to the Company; the
execution, delivery and performance of this Agreement and any Delayed
Delivery Contracts (as defined in Paragraph 2(b) hereof) and compliance by
the Company with the provisions of the Underwritten Securities and the
Indenture will not conflict with, result in the creation or imposition of
any lien, charge or encumbrance upon any of the assets of the Company
pursuant to the terms of, or constitute a default under, any agreement,
indenture or instrument, or result in a violation of the corporate charter
or by-laws of the Company or any order, rule or regulation of any court or
governmental agency having jurisdiction over the Company; and except as
required by the Act, the Trust Indenture Act, the Exchange Act and
applicable state securities laws and except as set forth in Paragraph 1(h)
hereof, no consent, authorization or order of, or filing or registration
with, any court or governmental agency is required for the execution,
delivery and performance of this Agreement, the Delayed Delivery
Contracts, if any, the Underwritten Securities and the Indenture.
(f) On the Delivery Date (as defined in Paragraph 2(f) hereof) (i)
the Indenture will have been duly authorized, executed and delivered by
the Company and will constitute a legally binding obligation of the
Company, (ii) the Underwritten Securities will have been duly authorized
and, upon issuance and payment therefor as provided in this Agreement,
will be validly issued and outstanding and will constitute legally binding
obligations of the Company entitled to the benefits of the Indenture and
(iii) the Underwritten Securities and the Indenture will conform to the
descriptions thereof contained in the Prospectus.
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(g) The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of New Jersey, is duly
qualified to do business and in good standing as a foreign corporation in
each jurisdiction in which its ownership of property or the conduct of its
business requires such qualification, and has corporate power and
authority necessary to own or hold its property and to conduct the
business in which it is engaged.
(h) The Company has filed with the New Jersey Board of Regulatory
Commissioners ("BRC") an application with respect to the issuance and sale
of the Underwritten Securities. The BRC has entered its order authorizing
the issuance and sale thereof, subject to the limitations on the terms and
conditions of such issuance and sale set forth in such order and such
order has become final and non-appealable.
(i) Except as described in the Registration Statement, there is
no material litigation or governmental proceeding involving or, to
the knowledge of the Company, threatened against the Company or
affecting its properties which, if adversely determined, could
reasonably be expected to result in any material adverse change in
the financial condition, results of operations or business of the
Company or which is required to be disclosed in the Registration
Statement.
2. Purchase and Offering. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter agrees, severally and not jointly, to purchase from the Company,
at the purchase price and on the other terms set forth in Schedule I hereto,
the principal amount of the Underwritten Securities set forth opposite its
name in Schedule II hereto.
(b) Any offer to purchase Underwritten Securities for delayed delivery by
institutional investors solicited by the Underwriters shall be made pursuant
to a contract substantially in the form of Exhibit A attached hereto, with
such changes therein as the Company and the Representative may approve
("Delayed Delivery Contracts"). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor.
Underwritten Securities which are subject to Delayed Delivery Contracts are
herein sometimes called "Delayed Delivery Underwritten Securities" and
Underwritten Securities which are not subject to Delayed Delivery Contracts
are herein sometimes called "Immediate Delivery Underwitten Securities".
(c) Contemporaneously with the purchase on the Delivery Date by the
Underwriters of the Immediate Delivery Underwritten Securities pursuant to
this Agreement, the Company will pay to the Representative, for the account of
the Underwriters, the compensation specified in Schedule I hereto for
arranging the sale of Delayed Delivery Underwritten Securities. The
Underwriters shall have no responsibility with respect to the validity or
performance of any Delayed Delivery Contracts.
(d) For the purpose of determining the principal amount of Immediate
Delivery Underwritten Securities to be purchased by each Underwriter, there
shall be deducted from the principal amount of Underwritten Securities to be
purchased by such Underwriter as set forth in Schedule II hereto that portion
of the aggregate principal amount of Delayed Delivery Underwritten Securities
that the principal amount of Underwritten Securities to be purchased by such
Underwriter as set forth in Schedule II hereof bears to the aggregate
principal amount of Underwritten Securities set forth therein to be purchased
by all of the Underwriters (in each case as adjusted by the Representative to
avoid fractions of the minimum principal amount in which the Underwritten
Securities may be issued), except to the extent that the Representative
determines, in its discretion, that such deduction shall be otherwise than in
such proportion and so advises the Company.
(e) The Company shall not be obligated to deliver any Underwritten
Securities except upon payment for all Immediate Delivery Underwritten
Securities to be purchased pursuant to this Agreement as hereinafter provided.
(f) Delivery of and payment for the Immediate Delivery Underwritten
Securities shall be made at such address, date and time as specified in
Schedule I hereto. This date and time are sometimes referred to as the
"Delivery Date". On the Delivery Date the Company shall deliver the Immediate
Delivery Underwritten Securities to the Representative for the account of each
Underwriter against payment to or
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upon the order of the Company of the purchase price by certified or
official bank check or checks payable in next-day funds settled through the
New York Clearing House or such other Clearing House as is named in Schedule
I. Time shall be of the essence, and delivery at the time and place specified
pursuant to this Agreement is a further condition of the obligation of each
Underwriter hereunder. Upon delivery, the Immediate Delivery Underwritten
Securities shall be in fully registered form and in such denominations as set
forth in Schedule I. Immediate Delivery Underwritten Securities shall be in
such authorized denominations and registered in such names as the
Representative shall request in writing not less than two full business days
prior to the Delivery Date. For the purpose of expediting the checking and
packaging of the Immediate Delivery Underwritten Securities, the Company shall
make the Immediate Delivery Underwritten Securities available for inspection
by the Representative in New York, New York not later than 2:00 P.M., local
time, on the business day prior to the Delivery Date. As used herein,
"business day" means any day on which the New York Stock Exchange is open for
trading.
3. Covenants of the Company. The Company agrees with the several
Underwriters:
(a) To furnish promptly to the Representative and to counsel for the
Underwriters one signed copy of the Registration Statement as originally
filed and each amendment thereto filed prior to the date hereof and
relating to or covering the Underwritten Securities, and a copy of the
Prospectus filed with the Commission, including all documents incorporated
therein by reference and all consents and exhibits filed therewith;
(b) To deliver promptly to the Representative such reasonable number
of the following documents as the Representative may request: (i)
conformed copies of the Registration Statement (excluding exhibits other
than the computation of the ratio of earnings to fixed charges, the
Indenture and this Agreement), (ii) the Prospectus and (iii) any documents
incorporated by reference in the Prospectus;
(c) To file with the Commission, during such period following the
date hereof as the Prospectus is required by law to be delivered, any
amendment to the Registration Statement or supplement to the Prospectus
that may, in the reasonable judgment of the Company or the Representative,
be required by the Act or requested by the Commission;
(d) Prior to filing with the Commission during the period referred to
in (c) above (i) any amendment to the Registration Statement, (ii) the
Prospectus or any supplement thereto or (iii) any document incorporated by
reference in any of the foregoing or any amendment or supplement to such
incorporated document, to furnish a copy thereof to the Representative and
to counsel for the Underwriters, and the Company will not file any
amendment to the Registration Statement or supplement to the Prospectus
unless the Company has furnished the Representative with a copy of such
document for review prior to filing and will not file any such proposed
amendment or supplement to which the Representative reasonably objects;
(e) To advise the Representative promptly (i) when any post-effective
amendment to the Registration Statement becomes effective, (ii) of any
request or proposed request by the Commission for an amendment or
supplement to the Registration Statement, to the Prospectus, to any
document incorporated by reference in any of the foregoing or for any
additional information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or
any order directed to the Prospectus or any document incorporated therein
by reference or the initiation or threat of any stop order proceeding or
of any challenge by the Commission to the accuracy or adequacy of any
document incorporated by reference in the Prospectus, (iv) of receipt by
the Company of any notification with respect to the suspension of the
qualification of the Underwritten Securities for sale in any jurisdiction
or the initiation or threat of any proceeding for that purpose and (v) of
the happening of any event which makes untrue any statement of a material
fact made in the Registration Statement (insofar as the Registration
Statement relates to or covers the Underwritten Securities) or the
Prospectus or which requires the making of a change in the Registration
Statement or the Prospectus in order to make any material statement
therein not misleading;
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(f) If, during the period referred to in (c) above, the Commission
shall issue a stop order suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain the lifting of that
order at the earliest possible time;
(g) As soon as practicable, to make generally available to its
security holders and to deliver to the Representative an earnings
statement, conforming with the requirements of Section 11(a) of the Act,
covering a period of at least twelve months beginning after the effective
date of the Registration Statement, as defined in Rule 158(c) under the
Act;
(h) During a period of five years after the date hereof, to furnish
to the Representative copies of all reports and financial statements
furnished by the Company to each securities exchange on which securities
issued by the Company may be listed pursuant to requirements of or
agreements with such exchange or to the Commission pursuant to the
Exchange Act or any rule or regulation of the Commission thereunder;
(i) To endeavor to qualify the Underwritten Securities for offer and
sale under the securities laws of such jurisdictions as the Representative
may reasonably request;
(j) To use its best efforts to obtain the listing of the Underwritten
Securities on the securities exchange, if any, set forth on Schedule I
("Stock Exchange") on or prior to the Delivery Date and to cause such
listing to be continued so long as such listing remains commercially
practicable in the reasonable judgment of the Company; and to furnish from
time to time any and all documents, instruments, information and
undertakings that may be necessary in order to effect such listing;
(k) To pay all costs incident to the authorization, issuance, sale
and delivery of the Underwritten Securities; the costs incident to the
preparation, printing and filing under the Act of the Registration
Statement and the Prospectus and any amendments, supplements and exhibits
thereto; the costs incident to the preparation, printing and filing of any
document and any amendments and exhibits thereto required to be filed by
the Company under the Exchange Act; the costs of distributing the
Registration Statement as originally filed and each amendment and
post-effective amendment thereof (including exhibits), any Preliminary
Prospectus, the Prospectus and any documents incorporated by reference in
any of the foregoing documents; the costs of printing this Agreement and
the Delayed Delivery Contracts, if any; the costs of any filings with the
National Association of Securities Dealers, Inc.; fees paid to rating
agencies in connection with the rating of the Securities, including the
Underwritten Securities; the fees and expenses of qualifying the
Securities, including the Underwritten Securities, under the securities
laws of the several jurisdictions as provided in Paragraph 3(i) and of
preparing and printing a Blue Sky memorandum, and a memorandum concerning
the legality of the Securities, including the Underwritten Securities, as
an investment (including fees of counsel to the Underwriters); and all
other costs and expenses incident to the performance of the Company's
obligations under this Agreement; provided that, except as provided in
this Paragraph 3(k) and in Paragraph 7 hereof, the Underwriters shall pay
their own costs and expenses, including the fees and expenses of their
counsel, any transfer taxes on the Underwritten Securities which they may
sell and the expenses of advertising any offering of the Underwritten
Securities made by the Underwriters;
(l) Until the termination of the offering of the Underwritten
Securities, to timely file all documents, and any amendments to previously
filed documents, required to be filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act; and
(m) During the period beginning on the date hereof and continuing to
the Delivery Date, not to offer, sell, contract to sell or otherwise
dispose of any debt securities of the Company with maturities longer than
one year, other than Underwritten Securities to the Underwriters or
pursuant to Delayed Delivery Contracts.
4. Conditions to the Obligations of the Underwriters. The respective
obligations of the Underwriters under this Agreement with respect to the
Underwritten Securities are subject to the accuracy, on the date hereof and on
the Delivery Date, of the representations and warranties of the Company
contained herein
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or in any certificate delivered pursuant to the provisions hereof, to
performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions applicable to the Underwritten
Securities:
(a) At or before the Delivery Date, no stop order suspending the
effectiveness of the Registration Statement nor any order directed to any
document incorporated by reference in the Prospectus shall have been
issued and prior to that time no stop order proceeding shall have been
initiated or threatened by the Commission and no challenge shall have been
made by the Commission to the accuracy or adequacy of any document
incorporated by reference in the Prospectus; any request of the Commission
for inclusion of additional information in the Registration Statement or
the Prospectus or otherwise shall have been complied with and there shall
be no material adverse change in the financial condition of the Company;
(b) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Underwritten
Securities and the Indenture and the form of the Registration Statement,
the Prospectus (other than financial statements and other financial data)
and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be satisfactory in all respects to
Drinker Biddle & Reath, counsel for the Underwriters, and the Company
shall have furnished to such counsel all documents and information that
they may reasonably request to enable them to pass upon such matters;
(c) The General Counsel of the Company shall have furnished to the
Representative her opinion addressed to the Underwriters and dated the
Delivery Date to the effect that:
(i) The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of New Jersey
and has the corporate power and authority to own its property and
carry on its business as now being conducted;
(ii) The Company is duly qualified to do business and is in good
standing as a foreign corporation in all jurisdictions in which its
ownership of property or the conduct of its business requires such
qualification (except where the failure to so qualify would not have
a material adverse effect upon the Company), and is authorized by its
Restated Certificate of Incorporation to conduct the business in
which it is engaged as described in the Prospectus;
(iii) The Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act and is a legal, valid, and binding obligation of the
Company enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other
laws relating to or affecting enforcement of creditors' rights or by
general equity principles.
(iv) The Immediate Delivery Underwritten Securities have been
duly authorized, and when executed and authenticated as provided in
the Indenture and duly delivered against payment therefor pursuant to
this Agreement, will be legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture;
(v) The Delayed Delivery Underwritten Securities, if any, have
been duly authorized, and when executed and authenticated as provided
in the Indenture and duly delivered against payment therefor pursuant
to this Agreement and the related Delayed Delivery Contracts, will be
legal, valid and binding obligations of the Company entitled to the
benefits of the Indenture;
(vi) The Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with
their respective terms;
(vii) This Agreement has been duly authorized, executed and
delivered by the Company;
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(viii) The Underwritten Securities, the Indenture and any
Delayed Delivery Contracts conform as to legal matters to the
statements concerning them in the Registration Statement and the
Prospectus under the following (or comparable) captions: "Description
of Securities," "Description of the Debentures" and "Plan of
Distribution";
(ix) The Company is not in material violation of its corporate
charter or by-laws, or to the best of such counsel's knowledge, in
material default under any material agreement, indenture or
instrument;
(x) The execution, delivery and performance of this Agreement
and the Delayed Delivery Contracts, if any, and compliance by the
Company with the provisions of the Underwritten Securities and the
Indenture will not conflict with, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the assets
of the Company pursuant to the terms of, or constitute a material
default under, any agreement, indenture or instrument known to such
counsel, or result in material violation of the corporate charter or
by-laws of the Company or any order, rule or regulation of any court
or governmental agency having jurisdiction over the Company or its
property;
(xi) All legally required proceedings in connection with the
authorization, issue and validity of the Underwritten Securities and
the sale of the Underwritten Securities by the Company in accordance
with this Agreement have been taken, all legally required orders,
consents or other authorizations or approvals of the BRC and of any
other public boards or bodies have been obtained and all conditions
precedent to the issue of the Underwritten Securities in any such
order, consent, authorization or approval have been fulfilled, except
such as may be required under state securities or Blue Sky laws;
(xii) Such counsel does not know of any litigation or any
governmental proceeding pending or threatened against the Company
which would affect the subject matter of this Agreement or is
required to be disclosed in the Prospectus which is not disclosed,
and all statements included or incorporated in the Prospectus
describing any such litigation or governmental proceedings fairly
summarize such matters; and
(xiii) Such counsel does not know of any contracts which are
required to be filed as exhibits to the Registration Statement or to
any document incorporated therein by reference which are not so filed
and does not know of any contracts which are required to be
summarized in the Prospectus which are not so summarized.
Such opinion shall also state that the Registration Statement has
become effective under the Act, to the knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or
threatened, the Registration Statement and the Prospectus as of their
respective effective or issue dates complied as to form in all material
respects with the requirements of the Act and the Trust Indenture Act and
the rules and regulations of the Commission under said Acts (except that
no statement need be made as to the financial statements and other
financial data contained therein) and each document incorporated by
reference in the Prospectus as filed under the Exchange Act complied when
so filed as to form in all material respects with the applicable
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder (except that no opinion need be made as to the
financial statements and other financial data contained therein).
Such opinion shall also contain a statement that counsel has no
reason to believe that (except for financial statements and other
financial data contained therein as to which no statement need be made)
(i) the Registration Statement, when it became effective or on the date of
this Agreement, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or (ii)
the Prospectus contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading
on the Delivery Date.
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(d) The Company shall have furnished to the Representative on the
Delivery Date a certificate, dated the Delivery Date, of its Chairman of
the Board, its President or a Vice President and its Treasurer or an
Assistant Treasurer stating that, to the best of their knowledge after
reasonable investigation, the representations and warranties of the
Company in Paragraph 1 hereof are true and correct as of the Delivery
Date; the Company has complied with all its agreements contained herein;
and the conditions set forth in Paragraphs 4(a), 4(h) and 4(i) hereof have
been fulfilled.
(e) If the Prospectus contains a discussion of federal taxation
issues with respect to the Underwritten Securities, the Company shall have
furnished to the Representative a letter of its United States tax counsel
addressed to the Underwriters and dated the Delivery Date to the effect
that (i) the Underwriters may rely on the opinion of such counsel filed as
an exhibit to the Registration Statement to the same extent as though it
were dated the date of such letter authorizing reliance, and (ii) such
counsel has reviewed the other statements in the Prospectus under the
caption "Federal Tax Matters" and, insofar as they are, or refer to,
statements of United States law or legal conclusions, such statements are
accurate in all material respects;
(f) The Company shall have furnished to the Representative in the
forms heretofore approved by the Representative (with such changes
therein, if any, as the Representative may hereafter approve in its
reasonable discretion) (i) a letter of Coopers & Lybrand, addressed to the
Underwriters and dated January 31, 1994 (and, with respect to matters
involving changes or developments since the respective dates as of which
specified financial information is given in the Prospectus, as of a date
not more than five business days prior to the date of such letter), of the
type described in the American Institute of Certified Public Accountants'
Statement on Auditing Standards No. 72 and (ii) a letter of Coopers &
Lybrand, addressed to the Underwriters and dated the Delivery Date,
stating, as of the date of such letter (or, with respect to matters
involving changes or developments since the respective dates as of which
specified financial information is given in the Prospectus, as of a date
not more than five business days prior to the date of such letter), the
conclusions and findings of such firm with respect to the financial
information and other matters covered by its letter referred to in
subclause (i) above and confirming in all material respects the
conclusions and findings set forth in such prior letter;
(g) Drinker Biddle & Reath, as counsel for the Underwriters, shall
have furnished to the Representative on the Delivery Date such opinions
with respect to the validity of the Underwritten Securities and with
respect to the Registration Statement, the Prospectus, and other related
matters as the Representative may reasonably require;
(h) The BRC shall have granted authorization, and on the Delivery
Date such authorization shall be in full force and effect, permitting the
issuance and sale of the Underwritten Securities upon the terms and
conditions hereunder set forth or contemplated and containing no provision
unacceptable to the Underwriters, and all conditions precedent to the
issuance and sale of the Underwritten Securities contained therein shall
have been fulfilled;
(i) Subsequent to the execution of this Agreement, there shall not
have been any decrease in the ratings of any of the Company's debt
securities by any of the following nationally recognized statistical
rating organizations, nor shall any of such organizations have publicly
announced that it has placed any debt securities of the Company on what is
commonly termed a "watch list" for possible downgrading: Standard & Poor's
Ratings Group, Moody's Investors Service, Inc. or Duff & Phelps Credit
Rating Co.; and
(j) Subsequent to the date of the most recent financial statements
incorporated by reference in the Prospectus, there shall have been no
material adverse change in the condition (financial or otherwise),
business or results of operations of the Company, except as set forth in
the Registration Statement and the Prospectus, including the documents
incorporated by reference therein, as of the effective date of this
Agreement.
8
<PAGE>
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably
satisfactory to the Representative. In rendering its opinion, Drinker Biddle
& Reath may rely on the opinion of Stryker Tams & Dill as to matters of New
Jersey law.
In case any of the conditions specified above in this Paragraph 4 shall
not have been fulfilled on the Delivery Date, this Agreement may be terminated
by the Representative by delivering written notice of termination to the
Company. Any such termination shall be without liability of any party to any
other party except to the extent provided in Paragraphs 3, 7 and 9 hereof.
5. Conditions to the Obligations of the Company. The obligations of the
Company to sell and deliver the Underwritten Securities are subject to the
following conditions precedent:
(a) At or before the Delivery Date, no stop order suspending the
effectiveness of the Registration Statement nor any order directed to any
document incorporated by reference in the Prospectus shall have been
issued and prior to that time no stop order proceeding shall have been
initiated or threatened by the Commission and no challenge shall have been
made by the Commission to the accuracy or adequacy of any document
incorporated by reference in the Prospectus; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with;
and
(b) The BRC shall have granted authorization, and on the Delivery
Date such authorization shall be in full force and effect, permitting the
issuance and sale of the Underwritten Securities upon the terms and
conditions hereunder set forth or contemplated and all conditions
precedent to the issuance and sale of the Underwritten Securities
contained therein shall have been fulfilled.
In case any of the conditions specified above in this Paragraph 5 shall
not have been fulfilled on the Delivery Date, this Agreement may be terminated
by the Company by delivering written notice of termination to the
Representative. Any such termination shall be without liability of any party
to any other party except to the extent provided in Paragraphs 3, 7 and 9
hereof.
6. Termination by Representative. This Agreement shall be subject to
termination in the absolute discretion of the Representative, by notice given
to the Company, if prior to the Delivery Date, (i) trading in securities
generally on the New York Stock Exchange shall have been suspended or
materially limited, (ii) trading of any security issued by the Company shall
have been suspended on any exchange or in any other over-the-counter market,
(iii) a general moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State authorities or (iv)
there shall have occurred any material outbreak or escalation of hostilities
or other material calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of the
Representative, impractical to market the Securities.
7. Payment of Expenses in Certain Circumstances. If the purchase of the
Underwritten Securities by the Underwriters is not consummated for any reason
other than a default by one or more of the Underwriters, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Paragraph 3, the respective obligations of the Company and the Underwriters
pursuant to Paragraph 9 shall remain in effect, and the Company will reimburse
the Representatives for the reasonable out-of-pocket expenses of the
Underwriters, not exceeding $100,000, and for the fee and disbursements of
Drinker Biddle & Reath, the Underwriters agreeing to pay such expenses, fee
and disbursements in any other event. In no event will the Company be liable
to any of the Underwriters for damages on account of loss of anticipated
profits.
8. Default by Underwriters. If any Underwriter defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Underwriters shall be obligated to purchase the Immediate
Delivery Underwritten Securities which the defaulting Underwriter agreed but
failed to purchase in the respective proportions which the principal amount of
Underwritten Securities set forth in Schedule II hereto to be purchased by
each remaining non-defaulting Underwriter set forth therein bears to the
aggregate principal amount of Underwritten Securities set forth therein to be
purchased by all the
9
<PAGE>
remaining non-defaulting Underwriters; provided that the remaining
non-defaulting Underwriters shall not be obligated to purchase any Immediate
Delivery Underwritten Securities if the aggregate principal amount of
Immediate Delivery Underwritten Securities which the defaulting Underwriter or
Underwriters agreed to purchase exceeds 9.09% of the total principal amount of
Underwritten Securities, and any remaining non-defaulting Underwriter shall
not be obligated to purchase more than 110% of the principal amount of
Underwritten Securities set forth in Schedule II hereto to be purchased by it.
If the foregoing maximums are exceeded, the remaining non-defaulting
Underwriters, or those other underwriters satisfactory to the Representative
who so agree, shall have the right, but shall not be obligated, to purchase,
in such proportion as may be agreed upon among them, all the Immediate
Delivery Underwritten Securities. If the remaining Underwriters or other
underwriters satisfactory to the Representative do not elect to purchase the
Immediate Delivery Underwritten Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase within 48 hours of the Delivery
Date, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company.
Nothing contained in this Paragraph 8 shall relieve a defaulting
Underwriter of any liability if may have to the Company for damages caused by
its default. If other Underwriters are obligated or agree to purchase the
Immediate Delivery Underwritten Securities of a defaulting or withdrawing
Underwriter, either the Representative or the Company may postpone the
Delivery Date for up to seven full business days in order to effect any
changes that in the opinion of the Company or the Representative may be
necessary in the Registration Statement, the Prospectus or in any other
document or arrangement.
9. Indemnification. (a) The Company shall indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of the Act from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which that Underwriter
or controlling person may become subject, under the Act or otherwise, insofar
as such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or arises out of, or is based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
each Underwriter and such controlling person for any legal and other expenses
reasonably incurred by that Underwriter or controlling person in investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus in reliance and based upon and in
conformity with written information furnished to the Company through the
Representative by or on behalf of any Underwriter specifically for inclusion
therein; and provided further that as to any Preliminary Prospectus this
indemnity agreement shall not inure to the benefit of any Underwriter or any
person controlling that Underwriter on account of any loss, claim, damage,
liability or action arising from the sale of Underwritten Securities to any
person by that Underwriter if that Underwriter failed to send or give a copy
of the Prospectus, as the same may be amended or supplemented, to that person
within the time required by the Act, and the untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact in such Preliminary Prospectus was corrected in such Prospectus,
unless such failure resulted from non-compliance by the Company with Paragraph
3(b) hereof. For purposes of the second proviso to the immediately preceding
sentence, the term Prospectus shall not be deemed to include the documents
incorporated therein by reference, and no Underwriter shall be obligated to
send or give any supplement or amendment to any document incorporated by
reference in any Preliminary Prospectus or the Prospectus to any person other
than a person to whom such Underwriter has delivered such incorporated
documents in response to a written request therefor. The foregoing indemnity
agreement is in addition to any liability which the Company may otherwise have
to any Underwriter or controlling person.
10
<PAGE>
(b) Each Underwriter shall indemnify and hold harmless the Company, each
of its directors, each of its officers who signed the Registration Statement
and any person who controls the Company within the meaning of the Act from and
against any loss, claim, damage or liability, joint or several, and any action
in respect thereof, to which the Company or any such director, officer or
controlling person may become subject, under the Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement of a material fact contained
in any Preliminary Prospectus, the Registration Statement or the Prospectus,
or arises out of, or is based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance and based upon and in conformity with written
information furnished to the Company through the Representative by or on
behalf of that Underwriter specifically for inclusion therein, and shall
reimburse the Company for any legal and other expenses reasonably incurred by
the Company or any such director, officer or controlling person in
investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action. The foregoing indemnity agreement is in
addition to any liability which any Underwriter may otherwise have to the
Company or any of its directors, officers or controlling persons.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding subparagraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses or more than one separate firm in addition to any
local counsel for all such indemnified parties and that all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Representative in the case of parties indemnified
pursuant to Paragraph 9(a) and by the Company in the case of parties
indemnified pursuant to Paragraph 9(b). The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment.
(d) If the indemnification provided for in this Paragraph 9 shall for any
reason be unavailable to an indemnified party under Paragraph 9(a) or 9(b)
hereof in respect of any loss, claim, damage or liability, or any action in
respect thereof, referred to therein, then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and
the Underwriters on the other from the offering of the Underwritten
Securities. If, however, this allocation is not permitted by applicable law,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Underwritten Securities and
the relative fault of the Company on the one hand and the Underwriters on the
other with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the
11
<PAGE>
Underwriters on the other with respect to such offering shall be deemed to
be in the same proportion as the total net proceeds from the offering of the
Underwritten Securities (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters with respect to such offering. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Paragraph 9(d) shall be
deemed to include, for purposes of this Paragraph 9(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Paragraph 9(d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Underwritten Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of any untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations to
contribute as provided in this Paragraph 9(d) are several in proportion to
their respective underwriting obligations and not joint.
(e) The agreements contained in this Paragraph 9 and the representations,
warranties and agreements of the Company in Paragraph 1 and Paragraph 3 hereof
shall survive the delivery of the Underwritten Securities and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.
10. Notices. The Company shall be entitled to act and rely upon any
request, consent, notice or agreement by, or on behalf of, the Representative.
Any notice by the Company to the Underwriters shall be sufficient if given in
writing or by telegraph addressed to the Representative at its address set
forth in Schedule I hereto, and any notice by the Underwriters to the Company
shall be sufficient if given in writing or by telegraph addressed to the
Company at 540 Broad Street, Newark, NJ 07101, Attention of the Controller and
Treasurer.
11. Successors. This Agreement shall be binding upon the Underwriters,
the Company and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(a) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Underwriter within the meaning of
Section 15 of the Act, and (b) the indemnity agreement of the Underwriters
contained in Paragraph 9 hereof shall be deemed to be for the benefit of
directors of the Company, officers of the Company who have signed the
Registration Statement and any person controlling the Company. Nothing in
this Agreement is intended or shall be construed to give any person, other
than the persons referred to in this Paragraph 11, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein. The term "successors" shall not include any purchaser of
the Underwritten Securities merely because of such purchase.
12. Governing Law. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York.
12
<PAGE>
13. Execution in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement shall represent a binding agreement between the
Company and the several Underwriters.
Very truly yours,
Bell Atlantic - New Jersey, Inc.
By /s/ Michael J. Losch
------------------------------------------------
Title: Treasurer and Chief Financial Officer
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
Morgan Stanley & Co. Incorporated
By /s/ Steven B. Fitzpatrick
---------------------------------------------------------
Title: Vice President
For itself and as Representative of the several Underwriters
named in Schedule II to the foregoing Agreement.
13
<PAGE>
SCHEDULE I
Underwriting Agreement dated January 31, 1994
Registration Statement No. 33-49851
Representative and Address: Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas, 4th Floor
New York, NY 10020-0060
Underwritten Securities:
Designation: Ten Year 5.875% Debentures, due February 1, 2004
Principal Amount: $250,000,000
Indenture dated as of December 22, 1993 between
New Jersey Bell Telephone Company (now Bell Atlantic - New Jersey,
Inc.) and First Fidelity Bank, National Association, New Jersey
(now First Fidelity Bank, National Association), as Trustee.
Date of Maturity: February 1, 2004
Interest Rate: 5.875% per annum, payable February 1 and August 1 of
each year, commencing August 1, 1994 to holders of record
as of the preceding January 15 or July 15 as the case
may be.
Purchase Price: 99.4832% of the principal amount thereof, plus
accrued interest from February 1, 1994 to the
date of payment and delivery.
Redemption Provisions: Not redeemable prior to maturity.
Form and Authorized Denominations: Registered--$1,000 and integral
multiples thereof
Stock Exchange Listing: None
Delivery Date, Time and Location: February 14, 1994 at the offices of
Drinker, Biddle & Reath
The Delayed Delivery Contracts shall have the following terms: N/A
Delivery Date:
Expiration Date:
Compensation to Underwriters:
Minimum principal amount of Underwritten Securities to be sold
pursuant to any Delayed Delivery Contract:
Maximum aggregate principal amount of Underwritten Securities to
be sold pursuant to all Delayed Delivery Contracts:
14
<PAGE>
SCHEDULE II
Principal
Amount of
Underwritten
Name of Underwriter Securities
- ------------------- ------------
Morgan Stanley & Co. Incorporated ..................... $100,000,000
Bear, Stearns & Co. Inc. .............................. 50,000,000
Donaldson, Lufkin & Jenrette Securities Corporation ... 50,000,000
Smith Barney Shearson Inc. ............................ 50,000,000
------------
Total $250,000,000
============
15
<PAGE>
EXHIBIT A
NEW JERSEY BELL TELEPHONE COMPANY
DELAYED DELIVERY CONTRACT
, 199
Controller and Treasurer
New Jersey Bell Telephone Company
540 Broad Street
Newark, NJ 07101
Re:
Dear Sirs:
The undersigned hereby agrees to purchase from New Jersey Bell Telephone
Company, a New Jersey corporation ("Company"), and the Company hereby agrees
to sell to the undersigned,
$
principal amount of the Company's above-captioned securities
("Securities"), offered by the Company's prospectus dated , 199 ,
as supplemented by the prospectus supplement dated , 199
(collectively, the "Prospectus"), receipt of a copy of which is hereby
acknowledged, at a purchase price of % of the principal amount thereof plus
accrued interest from , 199 to the Delivery Date (as defined in
the next paragraph) and on the further terms and conditions set forth in this
Contract.
Payment for and delivery of the Securities to be purchased by the
undersigned shall be made on , 199 , herein called the "Delivery Date".
At 10:00 A.M., New York time, on the Delivery Date, the Securities to be
purchased by the undersigned hereunder will be delivered by the Company to the
undersigned, and the undersigned will accept delivery of such Securities and
will make payment to the Company of the purchase price therefor, at the office
of . Payment will be by certified or official bank check payable in
next-day funds settled through the New York Clearing House, or such other
Clearing House as the Company may designate, to or upon the order of the
Company. The Securities will be delivered in such authorized forms and
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than
two full business days prior to the Delivery Date or, if the undersigned fails
to make a timely designation in the foregoing manner, in the form of one
definitive fully registered certificate representing the Securities in the
above principal amount, registered in the name of the undersigned.
A-1
<PAGE>
This contract will terminate and be of no further force and effect after
, 199 , unless (i) on or before such date it shall have been
executed and delivered by both parties hereto and (ii) the Company shall have
sold to the Underwriters named in the Prospectus the Immediate Delivery
Underwritten Securities (as defined in the Underwriting Agreement referred to
in the Prospectus). The Company will mail or deliver to the undersigned at
its address set forth below a notice to that effect, stating the date of the
occurrence thereof, accompanied by copies of the opinion of counsel for the
Company delivered to such Underwriters pursuant to Paragraph 4(c) of the
Underwriting Agreement.
The obligation of the undersigned to accept delivery of and make payment
for the Securities on the Delivery Date will be subject to the condition that
the Securities shall not, on the Delivery Date, be an investment prohibited by
the laws of the jurisdiction to which the undersigned is subject, the
undersigned hereby representing that such an investment is not so prohibited
on the date hereof.
This Contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors but will not be assignable by either
party hereto without the written consent of the other.
It is understood that acceptance of any Delayed Delivery Contract (as
defined in said Underwriting Agreement) is in the Company's sole discretion
and, without limiting the foregoing, need not be on a first-come, first-served
basis. If this Contract is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the undersigned when
such counterpart is so mailed or delivered.
Very truly yours,
---------------------------------------
By
------------------------------------
------------------------------------
Title
------------------------------------
------------------------------------
Address
Accepted as of , 199
New Jersey Bell Telephone Company
By
-------------------------------------
Title:
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the Purchaser with
whom details of delivery on the Delivery Date may be discussed is as follows:
(Please print.)
TELEPHONE NO.
(INCLUDING
NAME AREA CODE)
---- -------------
A-2
<PAGE>
| Coopers | certified public accountants
| &Lybrand |
| |
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Bell Atlantic--New Jersey, Inc. on Form S-3 of our report
dated February 5, 1993, which includes an explanatory paragraph that the
Company changed its method of accounting for postretirement benefits other
than pensions in 1991, on our audits of the financial statements and
financial statement schedules of Bell Atlantic--New Jersey, Inc. as of
December 31, 1992, and 1991, and for the years ended December 31, 1992,
1991, and 19909, which report is included in their Annual Report on Form
10-K.
We further consent to the reference to our Firm under the caption
"Experts".
[COOPERS & LYBRAND]
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 31, 1994
To be delivered in TRIPLICATE by group bidders to their Representative.
Single bidders and Representatives of groups must make delivery in
duplicate to the Company by the time specified in the Statement of Terms
and Conditions Relating to Bids.
QUESTIONNAIRE FOR PROSPECTIVE BIDDERS
BELL ATLANTIC - NEW JERSEY, INC.
c/o Treasurer, Bell Atlantic Corporation
Bell Atlantic Tower - 47th Floor
1717 Arch Street
Philadelphia, PA 19103
Dear Sirs:
In connection with the proposed offering at one time or from time to
time by Bell Atlantic - New Jersey, Inc. (the "Company") of one or more
new series of its Debt Securities, and for use in the Prospectus, as
supplemented, with respect to the Debt Securities and in the Statement of
Eligibility and Qualification on Form T-1 of First Fidelity Bank, National
Association, New Jersey, Trustee, the undersigned, as one of the
prospective underwriters for the Debt Securities, furnishes the following
information.
Our name, as it should appear in the Prospectus, and our address
(including zip code) are as follows:
Except as indicated below, (1) neither we nor any of our directors,
officers, partners or controlling persons have a material relationship or
affiliation with the Company; (2) we are not an affiliate, as defined in
Rule O-2 under the Trust Indenture Act of 1939, of First Fidelity Bank,
National Association, New Jersey and neither said Trustee nor any of the
directors or executive officers of First Fidelity Bank, National
Association, New Jersey is a director, officer, partner, employee,
appointee or representative of ours, as those terms are defined in the
Trust Indenture Act of 1939 or in the relevant instructions to Form T-1;
(3) we and our directors, executive officers and partners, taken as a
group, do not now own beneficially, more than one percent of the voting
securities of First Fidelity Bank, National Association, New Jersey; (4) we
(if a corporation) do not have outstanding, nor have we assumed or
guaranteed, any securities issued otherwise than in our present corporate
name; (5) we are not a "holding company", or an "affiliate" or a
"subsidiary company" of a "public utility company" or "holding company",
each as defined in the Public Utility Holding Company Act of 1935; (6)
other than as to be stated or referred to in the Underwriting Agreement,
any selling group agreement, or any similar agreement or agreements, we do
not know of any arrangements for limiting or restricting the sale of any
securities of the Company, for stabilizing or otherwise artificially
affecting the market for the security or securities on which we intend to
submit a proposal to purchase, or for withholding commissions, or otherwise
to hold each underwriter or dealer responsible for the distribution of his
participation in such security or securities, or of any discounts or
commissions to be allowed or paid to dealers; (7) our commitment to
purchase the security or securities indicated above would not result in a
violation of the financial responsibility requirements of Rule 15c3-1 under
the Securities Exchange Act of 1934 or similar but more comprehensive
requirements imposed by any stock exchange of which we are a
<PAGE>
member; (8) we are not a party to any formal proceeding being conducted
by the Securities and Exchange Commission, pursuant to any of the Acts
administered by it, which is required to be disclosed in the Registration
Statement or which would disqualify us from purchasing the Debt Securities;
(9) we have not prepared any report or memorandum for external use in
connection with the proposed offering. If any such material has been
prepared, we have enclosed three copies thereof, together with a statement
as to the use, distribution and dates of delivery of such material,
including an identification of each class of persons who received such
material and the number of copies distributed to each class. We understand
that such material and statement will be made available upon request to the
Securities and Exchange Commission pursuant to Rule 418 under the
Securities Act of 1933; and (10) we will not submit or participate,
directly or through an affiliate, in more than one proposal for the
purchase of the Debt Securities offered at any one time.
(State "No exceptions" or set forth exceptions, if any, and give
details. If an exception is to be made with respect to material of the
type referred to in clause (9), attach three copies of each item of such
material together with the required statements for transmittal to the
Company.)
We will notify you immediately of any development before the completion
of the offering of the Debt Securities by the Company which makes untrue or
incomplete any of the above statements. We agree to comply with such
prospectus delivery requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934 as may be applicable to us, to make a record of any
distribution of preliminary prospectuses and other preliminary information
and, to the extent required by the Securities and Exchange Commission, to
bring all subsequent changes and amendments to the attention of any person
to whom such preliminary information is given.
The following named Representative(s):
(or any substituted Representative(s) - who may include the above-named
Representative(s) - named in a communication signed by the above-named
Representative(s) and delivered to the Company prior to or simultaneously
with the submission of a proposal to purchase the Debt Securities on behalf
of a group of which the undersigned is a member) is authorized by the
undersigned to act on its behalf as its Representative(s) in all matters
relating to any such proposal for, or any purchase of, the Debt Securities,
to the furnishing of any consent, to the amending of the Registration
Statement, to the supplementing of the Prospectus, to the furnishing to the
Company of the form of any agreement among purchasers, dealers or others
entered into in connection with any public offering of the Debt Securities,
and to advising the Company of the amounts of any discounts, concessions or
considerations provided for therein, unless the Company shall have received
from the undersigned, in advance of the submission of proposals for the
purchase of the Debt Securities, written notice that the undersigned has
revoked such authority to represent.
Very truly yours,
...............................
(Official Name)
Dated: , 1994 By ...............................
(Title or Position)
<PAGE>
January 13, 1994
To each of the firms listed in Attachment A:
New Jersey Bell Telephone Company ("New Jersey Bell" or the "Company")
expects to issue, in the near future, $250 million in aggregate principal
amount of debt securities. These securities (the "Securities") have been
registered with the Securities and Exchange Commission under a Registration
Statement on Form S-3 (File No. 33-49851), filed pursuant to Rule 415 under
the Securities Act of 1933, as amended (the "Act"). It is currently
anticipated that the Securities will be intermediate or long-term debt. By
order of the New Jersey Board of Regulatory Commissioners (the "BRC"), the
Securities must be offered using competitive bidding procedures pursuant to
which at least three independent bids for the purchase of the Securities
are received; New Jersey Bell, if it accepts any of such bids, must accept
the bid producing the lowest annual cost of money.(1)
The purpose of this letter is to invite each of you to participate in
the bidding procedures outlined below.
Description of Bidding Procedures.
- ----------------------------------
Each firm listed in Attachment A is presently being invited to
participate in the bidding procedures. (Firms electing to participate are
herein referred to as "Participants".) The bidding procedures consist of
three phases. In phase 1, from time to time New Jersey Bell will solicit
from each Participant, by means of a telephone call, the Participant's
views on then current market conditions and the most favorable structure,
timing and pricing for the offering of the Securities. Based upon these
"indicative pricing" discussions, and other indications of market
conditions, New Jersey Bell will decide either to proceed to phase 2 or to
delay the offering until another time. In phase 2, New Jersey Bell will
solicit from each Participant a non-binding estimate of the "cost of money"
(defined above) for the debt structure(s) the Company is considering.
Based on the information New Jersey Bell has received in phase 1 and phase
2, New Jersey Bell will decide either to proceed to phase 3 or to delay the
offering until another time.
If, following either phase 1 or phase 2, New Jersey Bell decides to
delay the offering, the entire bidding procedure, beginning with phase 1,
will begin again on such later date as the Company shall determine.
- --------------------
(1) The "cost of money" is the discount rate compounded semiannually
at which the present value of the future payments (principal and interest)
to be made when due by the Company on the Securities over the term of the
issue equates to the proceeds (exclusive of accrued interest) to be paid
to the Company from the sale of the Securities.
<PAGE>
- 2 -
If the information gathered by New Jersey Bell in phases 1 and 2
indicates favorable conditions for a "pricing," New Jersey Bell will select
not less than three of the Participants to participate in phase 3, a
competitive bid for the Securities. (Participants who are selected to, and
agree to, participate in phase 3 are referred to as "Bidders".) Selection
for phase 3 will be based upon the non-binding estimates given in phase 2
and on such other factors as the Company in its discretion deems
appropriate, including but not limited to the Company's judgment as to the
likelihood that a Participant's final bid will be consistent with its
preliminary estimate and the Participant's experience in, and ability to
market, the type of Security to be issued. The Company's judgment on these
factors shall be final and conclusive and without liability to any
Participant.
If a Participant has been selected to participate in phase 3, it will
be notified by telephone of such selection, of the terms of the Securities,
of the deadline for submission of a bid, of the telephone number to call to
submit the bid, and of the facsimile number to use in confirming the bid.
A confirmatory facsimile message will follow, which will be accompanied by
the exact form of bid sheet to be used (the "Final Bid Sheet"). (A sample
form of bid sheet, indicating the types of information that probably will
be requested at the bidding, is enclosed with this letter.) To participate
in phase 3, i.e., to bid to act as lead underwriter for the offering of the
Securities, a Bidder must telephone in all of the information required by
the Final Bid Sheet not later than the deadline specified by the Company.
Immediately after the telephone bid is submitted, the Bidder must complete,
in accordance with the telephone bid, and sign, the form of the Final Bid
Sheet and submit it via facsimile in accordance with the instructions given
at the time bids are requested.
The Company reserves the right in its discretion, following the
announcement of a deadline for submission of bids, to postpone that
deadline. In case of any such postponement, the Company will notify each
of the Bidders by telephone of the postponement (with confirmatory
facsimile message to follow), and any bid theretofore submitted may be
withdrawn.
Form and Contents of Bid.
- -------------------------
Each bid must be for the purchase of all of the Securities and must be
made by a single prospective Bidder, subject to the understanding that the
winning Bidder will offer the losing Bidders the opportunity to co-manage
the offering, as described under "Procedures Upon Bid Acceptance" below.
Each bid must specify all of the information indicated as being
required on the Final Bid Sheet.
<PAGE>
- 3 -
CERTAIN MATTERS UNDER THE
SECURITIES LAWS
- ---------------
Unless and only to the extent a Bidder gives New Jersey Bell written
notice, prior to submission of a bid, of exceptions to the following
representations, submission of a bid shall constitute a Bidder's
representation that:
(1) neither the Bidder nor any of its directors, officers, partners or
controlling persons have a material relationship or affiliation with New
Jersey Bell;
(2) the Bidder is not an affiliate, as defined in Rule 0-2 under the
Trust Indenture Act of 1939, of First Fidelity Bank, National Association,
New Jersey (the "Trustee"), the Trustee under the Indenture covering the
Securities, and neither said Trustee nor any of the directors or executive
officers of the Trustee is a director, officer, partner, employee,
appointee or representative of the Bidder, as those terms are defined in
the Trust Indenture Act of 1939 or in the relevant instructions to Form
T-1;
(3) the Bidder and its directors, executive officers and partners,
taken as a group, do not now own beneficially more than one percent of the
voting securities of the Trustee;
(4) the Bidder (if a corporation) does not have outstanding, nor has it
assumed or guaranteed, any securities issued otherwise than in its present
corporate name;
(5) the Bidder is not a "holding company", or an "affiliate" or a
"subsidiary company" of a "public utility company" or "holding company",
each as defined in the Public Utility Holding Company Act of 1935;
(6) other than as to be stated or referred to in the Underwriting
Agreement for the Securities, any selling group agreement or similar
agreement or agreements, the Bidder does not know of any arrangements for
limiting or restricting the sale of any securities of New Jersey Bell, for
stabilizing or otherwise artificially affecting the market for the
Securities, or for withholding commissions, or otherwise to hold each
underwriter or dealer responsible for the distribution of his participation
in such security or securities, or of any discounts or commissions to be
allowed or paid to dealers;
(7) the Bidder's commitment to purchase the Securities would not result
in a violation of the financial responsibility requirements of Rule 15c3-1
under the Securities Exchange Act of 1934 or similar but more comprehensive
requirements imposed by any stock exchange of which it is a member;
<PAGE>
- 4 -
(8) the Bidder is not a party to any formal proceeding being conducted
by the Securities and Exchange Commission, pursuant to any of the laws
administered by it, which is required to be disclosed in the Registration
Statement or any Prospectus or Prospectus Supplement relating to the
Securities or which would disqualify the Bidder from purchasing the
Securities; and
(9) the Bidder has not prepared any report or memorandum for external
use in connection with the proposed offering of the Securities.
Submission of a bid shall also constitute a Bidder's undertaking that,
if the Bidder participates in underwriting the Securities, the Bidder
shall:
(10) notify the Company immediately of any development before
completion of the offering of the Securities which makes untrue any of the
above statements; and
(11) comply with such prospectus delivery requirements of Rule 15c2-8
under the Securities Exchange Act of 1934 as may be applicable to the
Bidder.
The representations and undertakings contained in this section entitled
"Certain Matters Under the Securities Laws" shall survive the execution and
delivery of the Underwriting Agreement and delivery of the Securities.
Acceptance or Rejection of Bids.
- --------------------------------
Subject to the terms and conditions stated below, including the right
reserved to New Jersey Bell to return or reject bids, New Jersey Bell will
accept the bid for the Securities providing it with the lowest "cost of
money" (as defined in Note 1 above). The determination of such lowest
"cost of money" will be made by New Jersey Bell and such determination
shall be final.
Each bid will be accepted or rejected by New Jersey Bell as promptly as
possible and in any event not more than fifteen (15) minutes after the
deadline for receipt of bids, or, if a rebidding procedure is required as
provided in the next paragraph, as promptly as possible and in any event
not more than forty-five (45) minutes after the deadline for receipt of
initial bids. If your bid has not been accepted by the deadline for
acceptance, as indicated above, you may assume that it has been rejected.
If two or more bids provide the identical lowest "cost of money," New
Jersey Bell will, in its discretion, either accept one bid and reject the
other(s); or will reject all bids; or will give the makers of such bids an
opportunity to improve their bids. If New Jersey Bell gives the makers of
such bids an opportunity to improve their bids, but no improved bid is made
within the timeframes then fixed by the Company, or if upon such rebidding
two or
<PAGE>
- 5 -
more bids providing the identical lowest "cost of money" are again
received, the Company, in its discretion, will either accept one bid and
reject the other(s), or will reject all bids.
Acceptance of bids (and any requests for rebidding) will be made by
telephone; a confirmatory facsimile message shall follow immediately.
The Company reserves the right to (a) reject all bids either at or
after the opening thereof; (b) reject any bid not meeting the "Special
Terms and Conditions" specified below; and (c) reject the bid of any Bidder
(i) if such Bidder is in such relationship with the Trustee as would
disqualify such institution under Section 310(b) of the Trust Indenture Act
of 1939 from acting as Trustee for the Securities if the bid of such Bidder
should be accepted or (ii) if New Jersey Bell, in the opinion of its
counsel, may not lawfully sell the Securities to such Bidder. Any bid
rejected by the Company pursuant to clause (b) or (c) above will be
disregarded in determining the lowest "cost of money" to the Company for
the Securities.
New Jersey Bell reserves the right to waive any irregularities, which
it deems to be immaterial, in complying with any of the terms and
conditions relating to bids and to permit the correction of typographical,
clerical and other errors or omissions in any bid.
Special Terms and Conditions.
- -----------------------------
By order of the BRC, New Jersey Bell is currently prohibited from
accepting any bid for the Securities not meeting the condition that the
price to New Jersey Bell must be not less than 98% of the principal amount
and not more than 102% of the principal amount. In addition, the Company
requires that the price to the Company, without considering accrued
interest, must be no less than 98% of par and must not exceed par.
In addition, the Company may specify other special terms and conditions
relative to pricing of the Securities before or at the time it requests
bids.
Procedures Upon Bid Acceptance.
- -------------------------------
Upon acceptance of a bid, the winning Bidder shall proceed as follows:
(i) The winning Bidder will act as the "Representative" pursuant to the
Underwriting Agreement described below and will in any event commit to
purchase, i.e., underwrite, not less than $125 million in principal amount
of the Securities.
<PAGE>
- 6 -
(ii) The winning Bidder will invite the unsuccessful Bidders to
underwrite the remaining $125 million, with each unsuccessful Bidder being
invited to underwrite an equal principal amount of Securities and to be a
"co-manager."
(iii) In the event any unsuccessful Bidder refuses an invitation to
purchase Securities and act as a co-manager as described in clause (ii) or
elects to underwrite less than the portion offered to it, the winning
Bidder may, in its discretion, (a) invite the remaining unsuccessful
Bidder(s) to underwrite all or a portion of the amount of the unsubscribed
Securities; (b) with New Jersey Bell's consent, invite one or more
investment banking firms (which may include Participants who were not
Bidders) to underwrite all or a portion of such unsubscribed securities
and, with New Jersey Bell's consent, to act as co-manager(s) for the
offering; or (c) underwrite, in its own name, such unsubscribed Securities.
The Company requires that no less than two (2) firms having their principal
place of business in the State of New Jersey, be invited to participate in
a selling group and that no less than 5% of the principal amount of the
offering be allocated to these firms.
(iv) In any event, if and to the extent other Bidders and/or other
Participants or non-Participants elect not to act as underwriters, the
winning Bidder must underwrite the entire unsubscribed amount of the
Securities.
(v) Drinker Biddle & Reath shall be designated as underwriters'
counsel.
(vi) As soon as practicable after the acceptance of a bid, the winning
Bidder shall, on its own behalf and as Representative for any other
underwriters participating in the underwriting syndicate, execute and
deliver to New Jersey Bell an Underwriting Agreement, dated as of the date
of the acceptance of its bid, in the form enclosed with this letter with
the blanks therein appropriately filled in, in accordance with the terms of
its bid. Except as set forth under "Certain Matters Under the Securities
Laws" above, upon the execution of the Underwriting Agreement all rights of
the Company and of the Bidder under the accepted bid shall be merged into
and superseded by their rights under, and shall be determined in accordance
with the terms of, the Underwriting Agreement.
New Jersey Bell's consent to include a non-bidding Participant or a
non-Participant in the underwriting syndicate will be contingent, among
other things, upon reasonable assurances that such firm's participation
would not disqualify the Trustee from acting as trustee for the Securities
under the Trust Indenture Act and that such firm is willing to make the
same representations Bidders are deemed to have made under "Certain Matters
Under the Securities Laws" above. As a practical matter, receipt by the
Company of an underwriter's questionnaire, in the form enclosed with this
letter, should suffice to provide such assurances.
<PAGE>
- 7 -
We hope that you will elect to participate in this offering of New
Jersey Bell debt securities. Please notify Laura O'Connor at 215-963-6093
by 9:30 a.m., January 13, 1994 of your intentions, the name(s) of the
person(s) in your firm who will represent your firm in the bidding
procedures, and their telephone and facsimile numbers.
NEW JERSEY BELL TELEPHONE COMPANY
By Michael Losch
Treasurer and Chief Financial Officer
Enclosures:
- -----------
Form of Underwriting Agreement
Sample Form of Bid
Form of Underwriter's Questionnaire
<PAGE>
VIA FACSIMILE TO NO.
------------
URGENT
CONFIRMATION OF REQUEST FOR BID
(Phase 3)
January 31, 1994
TO:
--------------------------
(name of bidder)
ATTENTION:
------------------------
This is to confirm that, pursuant to the terms of the letter to you
from Bell Atlantic - New Jersey, Inc. (the "Company") dated January 13,
1994, the Company has requested that you submit a Bid. The relevant
information is as follows:
Terms of the Securities: Set forth in Attachment 1 to this letter.
Deadline for submission of Bid: 10:30 a.m., Philadelphia time, 1/31/94
Telephone Number to call
to submit the Bid: (215) 963-6093, 963-6286
Facsimile Number to use to
confirm the Bid: (215) 569-8207
Form of Bid Sheet to be
used: Attachment 2 to this letter.
Very truly yours,
BELL ATLANTIC - NEW JERSEY
<PAGE>
January 31, 1994
Attachment 1
TERMS OF SECURITIES
Series: The Securities will be issued in one series, as designated
below. (Selection of the lead underwriter for the series
will be independently based on the bid offering the
lowest cost of money.)
Designation: 10 Year __% Debentures, due 2/1/04
Principal Amount: $250,000,000
Date of Maturity: February 1, 2004
Interest Payment
Dates: February 1 and August 1, to holders of record on the
preceding January 15 and July 15, respectively.
Settlement Date: February 14, 1994
Redemption
Provisions: Non-redeemable for life.
Other Terms: THE PRICE TO THE COMPANY (WITHOUT
CONSIDERING ACCRUED INTEREST) MUST BE NO
LESS THAN 98.00% OF PAR, AND MUST NOT
EXCEED PAR.
Form of
Settlement: Clearinghouse funds. 100% book entry only form.
<PAGE>
Attachment 2
via fax
- -------
FORM OF BID
January 31, 1994
Bell Atlantic - New Jersey, Inc.
Attention: CFO & Treasurer
Re: $250,000,000 10NCL YEAR DEBENTURES
Ladies and Gentlemen:
On the terms and subject to the conditions of your letter to us dated
January 13, 1994 ______________________ (the "Bidder") submits the
following bid for the purchase of Securities of Bell Atlantic - New Jersey,
Inc. (the "Company"). The Bidder acknowledges receipt of a description of
the Securities dated January 13, 1994. This bid relates to the series of
$250,000,000 10NCL year Debentures cited in that description.
1. Price (Proceeds) to Company: ________%(1)
2. Interest Rate (Coupon) Proposed: ________%(2)
3. All-in Cost to Company (Cost of Money)
at Price on Line 1 ________%(3)
Very truly yours,
_______________________
Name of Bidder
By: _______________________
Name:
Title:
- --------------------
(1) Must be to the fourth decimal place, i.e., x.xxxx%, and should not
include accrued interest, if any. ---
(2) Must be to the third decimal place, i.e., x.xxx% and must be a
multiple of 1/8 of 1% (.125) or 1/20 of 1% (.05).
(3) Must be to the sixth decimal place, i.e., x.xxxxxx%
<PAGE>
via fax
- -------
FORM OF NON-BINDING ESTIMATE OF THE COST OF MONEY
(PHASE 2)
January 31, 1994
Bell Atlantic - New Jersey, Inc.
Attention: CFO & Treasurer
Re: $250,000,000 10NCL YEAR DEBENTURES
----------------------------------
Ladies and Gentlemen:
On the terms and subject to the conditions of your letter to us dated
January 13, 1994 ______________________ (the "Participant") submits the
following non-binding estimate for the purchase of Securities of Bell
Atlantic - New Jersey, Inc. (the "Company"). This estimate relates to the
series of $250,000,000 10NCL YEAR DEBENTURES described in that letter.
1. Price (Proceeds) to Company: ________%(1)
2. Interest Rate (Coupon) Proposed: ________%(2)
3. All-in Cost to Company (Cost of Money)
at Price on Line 1 ________%(3)
Very truly yours,
_______________________
Name of Participant
By: _______________________
Name:
Title:
- --------------------
(1) Must be to the fourth decimal place, i.e., x.xxxx%, and should not
include accrued interest, if any. ---
(2) Must be to the third decimal place, i.e., x.xxx% and must be a
multiple of 1/8 of 1% (.125) or 1/20 of 1% (.05).
(3) Must be to the sixth decimal place, i.e., x.xxxxxx%
<PAGE>
ATTACHMENT A
Salomon Brothers Inc.
Seven World Trade Center - 42nd
Capital Markets
New York, NY 10048
Lehman Brothers
American Express Tower
World Financial Center
250 Vesey Street - 9th Floor
New York, NY 10285
Goldman Sachs & Co.
85 Broad Street
27th Floor
Capital Markets Desk
New York, NY 10004
Morgan Stanley
1221 Avenue of the Americas
4th Floor
New York, NY 10020
Merrill Lynch & Co., Inc.
World Financial Center
250 Vesey Street
North Tower - 7th Fl.
New York, NY 10281
First Boston Corporation
Park Avenue Plaza
6th Floor
New York, NY 10260
Citicorp Securities
Citicorp
55 Water Street
47th Floor
New York, NY 10041
