PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 19, 1993)
$250,000,000
BELL ATLANTIC--NEW JERSEY, INC.
TEN YEAR 5.875% DEBENTURES, DUE FEBRUARY 1, 2004
----------------
Interest Payable February 1 and August 1
----------------
THE DEBENTURES ARE NOT REDEEMABLE PRIOR TO MATURITY
----------------
THE DEBENTURES WILL BE REPRESENTED BY ONE OR MORE GLOBAL DEBENTURES (THE
"GLOBAL DEBENTURES") REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, NEW YORK, NY ("DTC") OR ITS NOMINEE. INTERESTS IN THE
GLOBAL DEBENTURES WILL BE SHOWN ON, AND TRANSFERS THEREOF
THROUGH, RECORDS MAINTAINED BY DTC (WITH RESPECT TO
PARTICIPANTS' INTERESTS) AND ITS PARTICIPANTS.
EXCEPT AS DESCRIBED HEREIN, DEBENTURES IN
DEFINITIVE FORM WILL NOT BE ISSUED.
----------------
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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
PRICE 99.810% AND ACCRUED INTEREST
----------------
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions (2) Company (1)(3)
---------- --------------- --------------
Per Debenture ............... 99.810% .3268% 99.4832%
Total ....................... $249,525,000 $817,000 $248,708,000
- ----------
(1) Plus accrued interest from February 1, 1994 to date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at
$125,000.
----------------
The Debentures offered by this Prospectus Supplement are offered by the
Underwriters when, as and if issued by the Company, delivered to and accepted
by the Underwriters and subject to their right to reject orders in whole or in
part. It is expected that the Global Debentures will be ready for delivery
through the facilities of DTC on or about February 14, 1994.
----------------
MORGAN STANLEY & CO.
Incorporated
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
SMITH BARNEY SHEARSON INC.
January 31, 1994
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
AVAILABLE INFORMATION
Bell Atlantic--New Jersey, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 ("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:
7 World Trade Center, 13th Floor, New York, NY 10048; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such material
can also be inspected at the New York Stock Exchange, on which certain of the
Company's debt securities are listed. Copies can be obtained from the SEC by
mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Branch, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC (File
No. 1-3488) and are hereby incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1993.
(3) The Company's Current Reports on Form 8-K dated February 25,
1993, December 8, 1993 and January 31, 1994.
DESCRIPTION OF THE DEBENTURES
GENERAL
The following description of the particular terms of the Debentures
offered hereby (referred to in the Prospectus as the "Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Securities set forth in
the Prospectus, to which description reference is hereby made.
The Debentures offered hereby constitute a single series of Securities (as
defined in the Prospectus), will be limited to $250,000,000 aggregate
principal amount and will be issued under an Indenture dated as of December
22, 1993, which is more fully described in the accompanying Prospectus.
The Debentures will mature on February 1, 2004. Interest on the
Debentures will be paid from February 1, 1994 and will be payable
semi-annually at the annual rate set forth on the cover page of this
Prospectus Supplement on each February 1 and August 1 (unless such February 1
or August 1 is not a Business Day as defined in the Indenture, in which case
interest shall be payable on the next succeeding Business Day), beginning
August 1, 1994, to the persons in whose names the Debentures are registered at
the close of business on the January 15 or July 15, as the case may be, prior
to the payment date, whether or not such January 15 or July 15 is a Business
Day.
The Debentures are not redeemable prior to maturity.
S-2
<PAGE>
BOOK-ENTRY, DELIVERY AND FORM
DTC will act as securities depository for the Debentures. The Debentures
will be issued as fully-registered securities ("Global Debentures") registered
in the name of Cede & Co. (DTC's partnership nominee). One fully-registered
Global Debenture certificate will be issued for the Debentures, in the
aggregate principal amount of the Debentures, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its participants ("Participants") deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Participants who maintain accounts directly with DTC ("Direct Participants")
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear through or maintain
a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the SEC.
Purchases of Debentures under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Debentures on DTC's
records. The ownership interest of each actual purchaser of each Debenture
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Debentures are to be accomplished by entries made
on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Debentures, except in the event that use of the book-entry system
for the Debentures is discontinued.
To facilitate subsequent transfers, all Global Debentures deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Debentures with DTC and their registration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has
no knowledge of the actual Beneficial Owners of the Debentures; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Debentures are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
securities within an issue are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to
Debentures. Under its usual procedures, DTC mails an Omnibus Proxy to the
issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Debentures are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
S-3
<PAGE>
Principal and interest payments on the Debentures will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payment dates in
accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on the payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is 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 Participant and not of DTC, the Trustee or
any Paying Agent, or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Company or the Trustee or any
Paying Agent, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the Debentures at any time by giving reasonable notice to the
Company or the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, Debenture certificates are
required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Debenture certificates will be printed and delivered.
In addition to the circumstances described in the two preceding
paragraphs, Global Debentures are exchangeable for Debenture certificates only
if an Event of Default with respect to the Debentures represented by such
Global Debentures has occurred and is continuing.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but
the Company takes no responsibility for the accuracy thereof.
RECENT DEVELOPMENTS
On January 13, 1994, the Company, which was formerly known as New Jersey
Bell Telephone Company, amended its Certificate of Incorporation to change its
corporate name to Bell Atlantic--New Jersey, Inc.
POSTEMPLOYMENT BENEFITS
In the fourth quarter of 1993, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" (Statement No. 112), effective January 1, 1993. Statement No. 112
requires accrual accounting for the estimated cost of benefits provied to
former or inactive employees after employment but before retirement. This
change principally affects the Company's accounting for disability and
workers' compensation benefits, which previously were charged to expense as
the benefits were paid.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used toward the
redemption of the Company's Forty Year 8.00% Debentures, due September 15,
2016 and the Company's Forty Year 7.75% Debentures, due September 1, 2013.
S-4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
the Company for the periods indicated. The ratios of earnings to fixed
charges for the years ended December 31, 1988-92 have been derived from
audited financial statements and the ratio for the nine months ended September
30, 1993 has been derived from unaudited financial statements.
NINE MONTHS ENDED
SEPTEMBER 30, 1993 YEARS ENDED DECEMBER 31,
------------------ --------------------------------
1992 1991 1990 1989 1988
---- ---- ---- ---- ----
Ratio of Earnings to
Fixed Charges*......... 6.60 5.75 5.22 5.49 4.82 4.61
- ----------
*For the purpose of this ratio, earnings have been calculated by adding
fixed charges and income taxes to net income for the years ended
December 31, 1988-1990 and 1992 and for the nine months ended September
30, 1993. For the year ended December 31, 1991 earnings have been
calculated by adding fixed charges, income taxes and cumulative effect
of change in accounting principle to net income. Fixed charges consist
of total interest expense on debt and capital lease obligations and the
portion of rent expense assumed to represent interest.
LEGAL OPINIONS
Certain legal matters relating to the Debentures offered hereby will be
passed on for the Company by Leslie A. Vial, Vice President, General Counsel
and Secretary of the Company, and for the Underwriters by Drinker Biddle &
Reath. Such firm from time to time acts as counsel in certain matters for
Bell Atlantic Corporation ("Bell Atlantic") and certain of its subsidiaries.
As of January 31, 1994, Ms. Vial owned beneficially and had options to acquire
approximately 7,680 shares of the Common Stock of Bell Atlantic. As of
December 31, 1993 Ms. Vial also had approximately 1,619 shares of Common Stock
credited to her account under the Bell Atlantic Savings Plan for Salaried
Employees.
Drinker Biddle & Reath will rely on the opinion of Stryker, Tams & Dill,
as to matters of New Jersey law.
UNDERWRITERS
Under the terms of and subject to the conditions set forth in the
Underwriting Agreement dated January 31, 1994, the Company has agreed to sell
to each of the Underwriters named below, severally, and each of the
Underwriters has severally agreed to purchase the principal amount of the
Notes set forth opposite its name below:
PRINCIPAL
AMOUNT
NAME OF NOTES
---- ----------
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
------------
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 of the Debentures if any
Debentures are purchased.
The Underwriters propose initially to offer the Debentures directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such price less a concession
not in excess of .30% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow a discount not in excess
of .25% of the principal amount of the Debentures to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
S-5
<PAGE>
The Debentures are a new issue of securities with no established trading
market. The Company does not intend to apply for listing of the Debentures on
a national securities exchange. The Company has been advised by the
Underwriters that the Underwriters intend to make a market in the Debentures
as permitted by applicable laws and regulations but are not obligated to do so
and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Debentures.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under
the Securities Act of 1933, or contribute to payments the Underwriters may be
required to make in respect thereof.
S-6
<PAGE>
P R O S P E C T U S
$400,000,000
NEW JERSEY BELL TELEPHONE COMPANY
DEBT SECURITIES
New Jersey Bell Telephone Company ("Company") may offer from time
to time in one or more series not more than $400,000,000 (or its
equivalent in foreign denominated currencies or foreign currency units
or other composite currencies) aggregate principal amount of its debt
securities ("Securities"), on terms to be determined at the time the
Securities are offered for sale. The 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, currency or
currencies in which the principal, interest, if any, and premium, if
any, are payable, authorized denominations, maturity, rate (or manner
of calculation thereof) and time of payment of interest, if any,
whether the Securities are issuable in registered form or bearer form
or both, 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").
----------
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.
----------
August 19, 1993
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS OR ANY
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 ANY 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 ANY
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.
----------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("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: 7 World Trade Center, 13th Floor, New York, NY 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Such material can also be inspected at
the New York Stock Exchange, on which certain of the Company's debt
securities are listed. Copies can be obtained from the SEC by mail at
prescribed rates. Requests should be directed to the SEC's Public
Reference Branch, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.
The Company has filed with the SEC a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended
("Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
SEC. For further information, reference is made to the Registration
Statement.
----------
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
SEC (File No. 1-3488) and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993.
(3) The Company's Current Report on Form 8-K dated February 25,
1993.
ALL DOCUMENTS SUBSEQUENTLY FILED PURSUANT TO SECTION 13(A), 13(C),
14 OR 15(D) OF THE EXCHANGE ACT, AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SECURITIES, SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND TO BE A 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, INCLUDING ANY BENEFICIAL OWNER OF ANY
SECURITY, TO WHOM THIS PROSPECTUS IS DELIVERED, FROM THE CONTROLLER
AND TREASURER, NEW JERSEY BELL TELEPHONE COMPANY, 540 BROAD STREET,
NEWARK, NJ 07101 (TELEPHONE NUMBER 201 649-9900).
2
<PAGE>
THE COMPANY
The Company, incorporated in 1904 under the laws of the State of
New Jersey, has its principal executive offices at 540 Broad Street,
Newark, New Jersey 07101 (telephone number 201 649-9900).
The Company is engaged in the business of providing
telecommunications services in New Jersey. Since January 1, 1984, the
Company has been a wholly owned subsidiary of Bell Atlantic
Corporation ("Bell Atlantic"), one of the seven regional holding
companies formed by American Telephone and Telegraph Company ("AT&T")
in connection with the court-approved divestiture by AT&T of certain
portions of its 22 wholly owned operating telephone companies.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for
general corporate purposes, which may include the redemption or
repurchase of long-term debt, the repayment of short-term debt of the
Company, and the provision of funds for construction, expansion and
improvement of the Company's plant and facilities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed
charges of the Company for the periods indicated. The ratios of
earnings to fixed charges for the years ended December 31, 1988-92
have been derived from audited financial statements and the ratio for
the three months ended March 31, 1993 has been derived from
unaudited financial statements.
THREE MONTHS ENDED
MARCH 31, 1993 YEARS ENDED DECEMBER 31,
------------------ --------------------------------
1992 1991 1990 1989 1988
---- ---- ---- ---- ----
Ratio of Earnings
to Fixed Charges*... 6.70 5.75 5.22 5.49 4.82 4.61
- ----------
*For the purpose of this ratio, earnings have been calculated by
adding fixed charges and income taxes to net income for the years
ended December 31, 1988-1990 and 1992 and for the three months ended
March 31, 1993. For the year ended December 31, 1991 earnings have
been calculated by adding fixed charges, income taxes and cumulative
effect of change in accounting principle to net income. Fixed charges
consist of total interest expense on debt and capital lease
obligations and the portion of rent expense assumed to represent
interest.
DESCRIPTION OF SECURITIES
The following description sets forth 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 to be entered
into between the Company and First Fidelity Bank, National
Association, New Jersey, 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. Particular sections of the
Indenture which are relevant to the discussion are cited
parenthetically. 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.
3
<PAGE>
EVENT RISKS
The Indenture contains no provisions designed to shield holders of
Securities from the risk of capital restructuring or highly leveraged
transactions, although certain characteristics of the Securities, and
provisions of the Indenture, may offer holders of Securities certain
protection in the event of such a transaction. The Securities will be
unsecured and unsubordinated indebtedness of the Company and will rank
on a parity with the Company's other unsecured and unsubordinated
indebtedness. Consequently, the Company will not grant priority over
the Securities to debt held by any other creditor without the prior
consent of holders of the Securities in accordance with the Indenture.
The Indenture contains a covenant by the Company (see "Lien on
Assets") requiring the Company to ratably secure the Securities in the
event that, with certain exceptions, the Company mortgages, pledges or
subjects to a lien its property or assets, thereby giving holders of
Securities certain protection against the Company's granting of
security to other creditors. Under existing law, issuances of
long-term debt securities by the Company require state regulatory
approval. In addition, all of the common stock of the Company is held
by Bell Atlantic.
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 (Sections
2.01, 2.02 and 2.03). 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 on which the principal of the
Securities of the series will be payable; (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, 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 or bearer form or both, any restrictions
applicable to the offer, sale or delivery of Securities in bearer form
("bearer Securities") and whether and the terms upon which bearer
Securities will be exchangeable for Securities in registered form
("registered Securities") and vice versa; (ix) whether and under what
circumstances the Company will pay additional amounts on the
Securities of the series held by a person who is not a U.S. person (as
defined below) in respect of taxes or similar charges withheld or
deducted and, if so, whether the Company will have the option to
redeem such Securities rather than pay such additional amounts; (x)
the currency or currencies, which may be a composite currency such as
the European Currency Unit, of payment of principal of and premium, if
any, and interest on the Securities, if other than U.S. dollars; (xi)
the extent to which any Securities will be issuable in temporary or
permanent global form, and the manner in which any payments on a
temporary or permanent global Security will be made; and (xii) any
additional provisions or other special terms not inconsistent with the
provisions of the Indenture, as supplemented from time to time,
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. To the extent not described
herein, principal 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.
"Principal" when used herein includes, when appropriate, the premium,
if any, on the Securities.
Each series of Securities will constitute unsecured and
unsubordinated indebtedness of the Company and will rank on a parity
with the Company's other unsecured and unsubordinated indebtedness.
Under the terms of the Indenture, Securities of any series may be
issued as registered Securities or bearer Securities or both as
specified in the terms of the series (Section 2.01). Unless otherwise
indicated in the Prospectus Supplement, Securities will be issued in
denominations of $1,000 and integral multiples thereof and bearer
Securities will not be offered, sold, resold or delivered to U.S.
persons in connection
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with their original issuance. For purposes of this Prospectus,
"U.S. person" means a citizen, national or resident of the United
States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust whose income from sources
without the United States is includible in gross income for United
States federal income tax purposes regardless of its connection with
the conduct of a trade or business within the United States.
To the extent set forth in the Prospectus Supplement, except in
special circumstances set forth in the Indenture, interest on bearer
Securities will be payable only against presentation and surrender of
the coupons for the interest installments evidenced thereby as they
mature at a paying agency of the Company located outside of the United
States and its possessions (Section 2.05(c)). The Company will
maintain such an agency 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 law or regulations, the Company will maintain a
paying agent outside the United States and its possessions to which
the bearer Securities and coupons related thereto may be presented for
payment and will provide the necessary funds therefor to such paying
agent upon reasonable notice (Section 2.04).
Bearer Securities and the coupons related thereto will be
transferable by delivery (Section 2.08(e)).
If appropriate, federal income tax consequences applicable to a
series of Securities will be described in the Prospectus Supplement
relating thereto.
EXCHANGE OF SECURITIES
Registered Securities may be exchanged for an equal aggregate
principal amount of registered Securities of the same series and date
of maturity in such authorized denominations as may be requested upon
surrender of the registered Securities at an agency of the Company
maintained for such purpose and upon fulfillment of all other
requirements of such agent (Section 2.08(a)).
To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer Securities of the same series and date of
maturity in such authorized denominations as may be requested upon
surrender of the bearer Securities with all unpaid coupons relating
thereto at an agency of the Company maintained for such purpose and
upon fulfillment of all other requirements of such agent (Section
2.08(b)). As of the date of this Prospectus, temporary United States
Treasury regulations do not permit exchanges of registered Securities
for bearer Securities and, unless such regulations are modified, the
terms of a series of Securities will not permit registered Securities
to be exchanged for bearer Securities.
LIEN ON ASSETS
The Company covenants in the Indenture that, 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.
This covenant does not apply to the creation, extension, renewal or
refunding of purchase-money mortgages or liens, or other liens to
which any property or asset acquired by the Company is subject as of
the date of its acquisition by the Company, 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 for 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 Securities
(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 and, after giving effect thereto, no
default under the Indenture shall have occurred and be continuing.
Thereafter, except in the case of a lease, all such obligations of the
Company shall terminate (Section 5.01).
DEPOSIT OF MONEY OR GOVERNMENT OBLIGATIONS TO PAY SECURITIES
The Company has the right to terminate certain of its obligations
under the Securities and the Indenture with respect to the Securities
of any series or any installment of principal of or interest on the
Securities of that series if the Company deposits with the Trustee, in
trust for the benefit of the holders of the Securities of that series,
money or obligations of the United States of America sufficient to
pay, when due, principal and interest on the Securities of that series
to maturity or redemption or such installment of principal or
interest, as the case may be. In such event, however, the Company's
obligation to pay the principal of and interest on the Securities
shall survive (Section 8.01).
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 under which
the Securities of that series may have been issued; 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) and all accrued interest thereon shall be due and payable
immediately (Section 6.02).
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Securityholders may not enforce the Indenture or the Securities,
except as provided in the Indenture (Section 6.06). The Trustee may
require indemnity satisfactory to it before it enforces the Indenture
or the Securities (Section 7.01(e)). 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). The Company is not required under the Indenture to furnish any
periodic evidence as to the absence of default or as to compliance
with the terms of the Indenture, except for a certificate to be
delivered to the Trustee not less than annually (Section 4.03(d)).
CONCERNING THE TRUSTEE
The Company maintains banking relationships in the ordinary course
of business with the Trustee. The Trustee also serves as trustee
under indentures between the Company and the Trustee relating to the
Company's Ten Year 7-1/4% Debentures, due June 1, 2002, Forty Year
6-5/8% Debentures, due April 1, 2008, Forty Year 7-3/8% Debentures, due
June 1, 2012, Thirty Year 8% Debentures, due June 1, 2022 and Thirty
Year 7-1/4% Debentures, due March 1, 2023.
PLAN OF DISTRIBUTION
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 through competitive bidding or
otherwise either (i) at a fixed price or prices, which may be changed,
or (ii) at market prices prevailing at the time of sale, or (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. 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
terms of the transaction 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, agents and other persons may be entitled,
under agreements which may be entered into with the Company, to
indemnification against certain civil liabilities, including
liabilities under the Securities Act.
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 ("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
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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.
LEGAL OPINIONS
Certain legal matters relating to the Securities offered hereby
will be passed on for the Company by Leslie A. Vial, Vice President,
General Counsel and Secretary of the Company and for the underwriter
by Drinker Biddle & Reath. Such firm from time to time acts as
counsel in certain matters for Bell Atlantic and certain of its
subsidiaries. As of June 30, 1993, Ms. Vial owned beneficially and
had options to acquire approximately 3,800 shares of the Common Stock
of Bell Atlantic. As of that date, Ms. Vial also had 1,497 shares
credited to her account under the Bell Atlantic Savings Plan for
Salaried Employees.
Drinker Biddle & Reath will rely on the opinion of Stryker, Tams &
Dill as to matters of New Jersey law.
EXPERTS
The financial statements and financial statement schedules of the
Company included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1992 are incorporated herein by reference in
reliance on the report of Coopers & Lybrand, independent accountants,
which is also incorporated herein by reference, given upon the
authority of that firm as experts in accounting and auditing.
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