REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Bell Atlantic Corporation
(Exact name of registrant as specified in its charter)
Delaware 4811 23-2259884
(State or other jusirdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
1717 Arch Sreet
Philadelphia, Pennsylvania 19103
(215) 963-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Bell Atlantic Options Plus Plan
Barbara L. Connor, Vice President-Finance, Controller and Treasurer
Bell Atlantic Corporation
1717 Arch Street, 49th Floor
Philadelphia, Pennsylvania 19103
(215) 963-6250
(Name, addrss, including zip code, and telephone number, including area code,
of agent for service)
_______________________
Please send copies of all communications to:
P. Alan Bulliner
Vice President, Corporate Secretary and Counsel
Bell Atlantic Corporation
1717 Arch Street, 32nd Floor
Philadelphia, Pennsylvania 19103
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Proposed Proposed
Title of each Amount Maximum Aggregate Amount of
Class of Securities to be Offering Maximum Registration
to be registered Registered Per unit Offering Price Fee
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Common Stock, Par 650,000 $53.8125 $34,978,125 $12,062
Value $1.00 per share Shares
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* Estimated solely for the purpose of determining the registration fee,
required by Section 6(b) of the Securities Act of 1933, as amended
(the "Securities Act"), and calculated pursuant to Rule 457(h) under the
Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Bell Atlantic with the SEC (File
No. 1-8606) and are incorporated herein by reference:
(1) Bell Atlantic's Annual Report on Form 10-K for the year ended December
31, 1994.
(2) The description of the Company's Common Stock as contained in its
Registration Statement on Form 10, filed under the Exchange Act on
November 16, 1983, as updated by the description of amendments to Bell
Atlantic's Certificate of Incorporation increasing the amount of
authorized Common Stock contained in the Company's Proxy Statements dated
February 28, 1986 and March 1, 1990.
(3) The description of the Company's Shareholder Rights Plan contained in
its Current Report on Form 8-K dated March 28, 1989.
All documents filed by Bell Atlantic pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Copies of the above documents (excluding exhibits) may be obtained
without charge upon written request directed to Investor Relations, Bell
Atlantic Corporation, 1717 Arch Street, 31st Floor, Philadelphia, Pennsylvania
19103.
<PAGE>
ITEM 5. INDEPENDENT ACCOUNTANTS AND COUNSEL.
The consolidated financial statements and financial statement schedules
of Bell Atlantic Corporation and subsidiaries included in Bell Atlantic's 1994
Annual Report on Form 10-K have been audited by Coopers & Lybrand L.L.P.,
independent accountants, whose report is incorporated herein by reference.
These financial statements and financial statement schedules are incorporated
herein in reliance upon the report of Coopers & Lybrand
Mr. P. Alan Bulliner, Vice President, Corporate Secretary and Counsel
of the Company has passed upon the legality of the securities being offered
pursuant to the Plan. As of January 31, 1995, Mr. Bulliner owned beneficially
and had options to acquire 22,357 shares of Common Stock of Bell Atlantic.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers under certain circumstances.
Generally such persons must have acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding,such person must also have had
no reasonable cause to believe his conduct was unlawful. In any proceeding by
or in the right of the corporation, no such indemnific be made if such person
shall have been adjudged to have been liable to the corporation, unless, and
only to the extent, the court in which the proceeding was brought, or the
Delaware Court of Chancery, orders such indemnification. When the director or
officer successfully defends any such civil or criminal proceeding,
indemnification is required. The Company's By-Laws provide for indemnification
of officers and directors in accordance with the Delaware General Corporation
Law.
The Certificate of Incorporation of the Company also limits the personal
liability of directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent
permitted by the Delaware General Corporation Law.
ITEM 8. EXHIBITS
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
EXHIBIT
NUMBER
- -------
5 Opinion of P. Alan Bulliner, Vice President, Corporate Secretary and
Counsel of Bell Atlantic, as to the legality of the securities registered.
23a Consent of Coopers & Lybrand L.L.P.
23b Consent of P. Alan Bulliner is contained in the opinion of counsel
filed as Exhibit 5.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offer
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions referred to in Item 15
(other than the insurance policies referred to herein), or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding)is asserted against the registrant by such director,
officer or controlling person in connection with the securities being registered
,the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT
THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF
PENNSYLVANIA, ON THE 17th DAY OF APRIL, 1995.
BELL ATLANTIC CORPORATION
By:
/s/ William O. Albertini
(William O. Albertini,
Executive Vice President and
Chief Financial Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN
SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATE INDICATED.
)
PRINCIPAL EXECUTIVE OFFICER: )
Raymond W. Smith, Chairman and Chief )
Executive Officer )
)
PRINCIPAL FINANCIAL OFFICER: )
Wiilliam O. Albertini, Executive Vice President)
and Chief Financial )
Officer )
)
PRINCIPAL ACCOUNTING OFFICER: )
Barbara L. Connor, Vice President-Finance , )
Controller and )
Treasurer )
) By:
DIRECTORS: )
)
William W. Adams )
William O. Albertini )
Larry T. Babbio, Jr. )
Thomas E. Bolger ) (William O. Albertini,)
Frank C. Carlucci ) individually and as
William G. Copeland ) attorney-in-fact)
James G. Cullen )
James H. Gilliam, Jr. )
Thomas H. Kean )
John C. Marous, Jr. ) April 17, 1995
John F. Maypole )
Joseph Neubauer )
Thomas H. O'Brien )
Rosanne L. Ridgway )
Raymond W. Smith )
Shirley Young )
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE TRUSTEE (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE
BENEFIT PLAN), HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PHILADELPHIA ON THE 17th OF APRIL, 1995.
By: /s/ Graham Ragland
(AVP - Compensation and
Benefits)
<PAGE>
April 17, 1995
Bell Atlantic Corporation
1717 Arch Street
Philadelphia, PA 19103
Dear Sirs:
Reference is made to a registration statement (the "Registration Statement")
which Bell Atlantic Corporation (the "Company") is filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
relating to shares of the Company's Common stock, par value $1.00 per share,
(the "Shares") which may be sold under the Options Plus Plan (the "Plan").
I or members of my staff have reviewed the Registration Statement, the
Company's certificate of incorporation and by-laws, resolutions of its Board
of Directors and such other documents and corporate records as deemed
appropriate for the purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, upon sale in accordance with the
Plan and the resolutions of the Board of Directors of the Company relating
to the adoption of the Plan and the offering and sale of shares thereunder,
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement and to being
named under the heading "Independent Accountants and Counsel" in the
Registration Statement.
Sincerely,
P. Alan Bulliner
COOPERS Coopers & Lybrand L.L.P.
& LYBRAND a professional services firm
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated February 6, 1995, which include an explanatory
paragraph stating that the Company discontinued accounting for the operations
of its telephone subsidiaries in accordance with Statement of Financial
Accounting Standards No 71, "Accounting for the Effect of Certain Types of
Regulation," effective August 1,1994 and changed its method of accounting
for income taxes and postemployment benefits in 1993, on our audits of
consolidated financial statements and financial statement schedule of the
Company and its subsidiaries as of December 31, 1994 and December 31, 1993,
and for each of the three years in the period ended December 31, 1994,
which reports are incorporated by reference or included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 17, 1995
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or
other necessary documents, hereby giving to said attorney full authority to
perform all acts necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
28th day of March, 1995.
/s/ Barbara L. Connor
Barbara L. Connor
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
28th day of March, 1995.
/s/ William W. Adams
William W. Adams
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
28th day of March, 1995.
/s/ Thomas E. Bolger
Thomas E. Bolger
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Frank C. Carlucci
Frank C. Carlucci
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's
Option Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ William G. Copeland
William G. Copeland
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ James H. Gilliam, Jr.
James H. Gilliam, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or
other necessary documents, hereby giving to said attorney full authority to
perform all acts necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said attorney may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Thomas H. Kean
Thomas H. Kean
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
a registration statement on Form S-8 with respect to the Company's Option
Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ John C. Marous, Jr.
John C. Marous, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ John F. Maypole
John F. Maypole
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Joseph Neubauer
Joseph Neubauer
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Thomas H. O'Brien
Thomas H. O'Brien
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Rozanne L. Ridgway
Rozanne L. Ridgway
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
a registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Shirley Young
Shirley Young
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini as
attorney for the undersigned for the purpose of executing and filing such
registration statement and any amendment or amendments or other necessary
documents, hereby giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if personally present,
and hereby ratifying all that said attorney may lawfull done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th of March, 1995.
/s/ Raymond W. Smith
Raymond W. Smith
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints Raymond W. Smith as
attorney for the undersigned for the purpose of executing and filing such
registration statement and any amendment or amendments or other necessary
documents, hereby giving to said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if personally present,
and hereby ratifying all that said attorney may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th of March, 1995.
/s/ William O. Albertini
William O. Albertini
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28th day of March, 1995.
/s/ Lawrence T. Babbio, Jr.
Lawrence T. Babbio, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company") proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect to the Company's Option Plus
Plan;
NOW, THEREFORE, the undersigned hereby appoints William O. Albertini and
Raymond W. Smith as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or amendments or other
necessary documents, hereby giving to said attorney full authority to perform
all acts necessary thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
28th day of March, 1995.
/s/ James G. Cullen
