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Pricing Supplement No. 69, Dated June 6, 1995 Rule 424(b)(3)
File Nos. 33-49085 and
33-49085-01
(To Prospectus dated October 14, 1992 and
Prospectus Supplement dated November 30, 1992)
BELL ATLANTIC FINANCIAL SERVICES, INC.
Medium-Term Notes, Series A-Fixed Rate
Supported as to Payment of Principal, Premium, if any, and Interest
by
BELL ATLANTIC CORPORATION
_______________________________________________________________________
Principal Amount: $57,000,000 Trade Date: June 6, 1995
Interest Rate: 6.00% per annum Original Issue Date: June 12, 1995
Maturity Date: June 1, 1998 Net Proceeds to Issuer: $56,841,540
Agent's Discount or Commission: $158,460
_______________________________________________________________________
Issue Price: CUSIP# 07785HCW6
%
/ X / Varying prices relating to prevailing market prices
Redemption:
/ X / The Notes cannot be redeemed prior to maturity
/ / The Notes may be redeemed prior to maturity
Initial Redemption Date:
Initial Redemption Price: %
Annual Redemption Price Reduction: % until Redemption Price is
100% of principal amount
Repayment:
/ X / The Notes cannot be repaid prior to maturity
/ / The Notes can be repaid prior to maturity at the option
of the holder of the Notes.
Repayment Date:
Repayment Price: %
Currency: U.S. Dollars - Yes
Specified Currency: N/A
(if other than U.S. dollars, see attached)
Minimum Denominations:
Applicable only if Specified Currency is other than U.S. Dollars
Discount Note: / /Yes / X / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: / X / Book-Entry / / Certified
Agent's Capacity:
/ / Agent / X / Principal
/X / Merrill Lynch & Co. / / Goldman Sachs & Co. / / Salomon Brothers Inc
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RECENT DEVELOPEMENTS
On June 2, 1995, TELFAR, an alliance of Bell Atlantic and France Telecom
submitted to the Czech Ministry of Economy (the "Czech Ministry") its final
proposal to acquire an equity interest in the telecommunications operator SPT
TELECOM. A decision by the Czech Ministry is expected by the end of June.
If TELFAR's proposal is accepted by the Czech Ministry, Bell Atlantic
may require additional debt financing to complete the transaction. The
issuance of a significant amount of additional debt could impact Bell Atlantic's
credit rating.
UNITED STATES TAX CONSIDERATIONS
For purposes of the Notes to be issued on June 12, 1995, the following
discussion replaces in its entirety the discussion in the Prospectus Supplement
dated November 30, 1992 under the heading "United States Tax Considerations."
The following summary of certain United States federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon current law, which is subject to change (including change implemented with
retroactive effect), and is also subject to differing interpretations. This
summary assumes that the beneficial owner of a Note (i) holds such Note as a
capital asset, (ii) is not a person in a special tax situation (such as a bank
or other financial institution, insurance company, regulated investment
company or securities dealer), (iii) is not a person whose functional currency
is other than the United States dollar, (iv) is not holding Notes as a hedge
against currency risks or as a position in a "straddle" for tax purposes and
(v) is, except as otherwise specifically noted, the original purchaser of the
Note. Persons considering the purchase of Notes should consult their own tax
advisors concerning the federal income tax consequences discussed here, as well
as (i) other federal income tax consequences which may arise by reason of
their particular situation and (ii) other tax consequences, including
consequences under taxes other than income taxes, arising under federal,
state, local and foreign law.
In this summary, the term "U.S. holder" means a person who is a United
States person (as defined below) or is otherwise subject to United States
federal income taxation on a net income basis in respect of a Note, and the
term "non-U.S. holder" means a person who is not a U.S. holder. "United States
person" means a person who is (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof or
(iii) an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.
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U.S. Holders
Interest Payments.
Interest payments on a Note generally will be taxable to a U.S. holder
as ordinary interest income when such payments either are accrued or are
received (in accordance with the U.S. holder's regular tax accounting method).
Premium and Market Discount.
A U.S. holder that purchases a Note at a cost greater than its principal
amount will be considered to have purchased the Note at a premium, and may
elect to amortize that premium, using a constant yield method, over the
remaining term of the Note. Any such election will also apply with respect to
all other bonds acquired by such holder on or after the first day of the first
taxable year during which it holds the Note, and cannot be revoked without the
consent of the Internal Revenue Service (the"IRS").
If a U.S. holder purchases a Note at a cost less than its principal amount,
then the Note generally will be considered to bear "market discount" in the
hands of such U.S. holder. In this case, gain realized by the U.S. holder on
the sale, exchange or retirement of the Note generally will be treated as
ordinary income to the extent of the market discount that accrued on the Note
while held by such holder. In addition, the holder could be required to
defer the deduction of a portion of the interest paid on any indebtedness
incurred or continued to purchase or carry the Note. In general terms,
market discount on a Note will be treated as accruing ratably over the term of
such Note or, at the election of the holder, under a constant yield method.
Sale, Exchange or Retirement of Notes.
Upon the sale, exchange or retirement of a Note, a U.S. holder generally
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement (less any accrued interest, which
will be taxed as such) and the U.S. holder's adjusted tax basis in the Note.
This basis generally will equal the U.S. holder's initial investment in the
Note, increased by any accrued market discount which the U.S. holder has
included in income and decreased by any amortized bond premium with respect
to such Note. Except to the extent of any accrued market discount which has
not been included in income, such gain or loss generally will be long-term
capital gain or loss if the U.S. holder held the Note for more than one year.
Non-U.S. Holders
Generally, United States federal income tax will not apply to interest on
a Note beneficially owned by a non-U.S. holder if the non-U.S. holder properly
certifies, on IRS Form W-8 or a substantially similar form, that it is not a
United States person. This certification (i) must be provided in the current
year, or in one of the preceding two calendar years, to the last United States
payor in the chain of payment to a non-U.S. holder, (ii) must be updated to
inform such payor of any change in the certified information within 30 days of
such change, and (iii) may, if the holder's interest in the Note is held
through a chain of one or more qualified custodians, be given by a custodian,
provided that each link in the chain is supported by a qualified certification.
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Generally, any amount that constitutes capital gain or market discount upon
the sale, exchange or retirement of a Note will not be subject to federal income
tax, provided that the gain or discount is not effectively connected with the
conduct of a trade or business in the United States by the non-U.S. holder.
Certain other exceptions may apply, and a non-U.S. holder should consult its
tax advisor.
Backup Withholding
Backup withholding of United States federal income tax at a rate of 31%
may apply to payments made in respect of Notes to holders who are not
corporations or other exempt recipients, and who fail to comply with specified
procedures for providing certain identifying information (such as the holder's
taxpayer identification number) in the required manner.
Upon the sale of a Note to (or through) certain brokers, the broker must
withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller properly provides certain identifying information and, in the case
of a non-U.S. holder, properly certifies that such seller is a non-U.S. Holder
(and certain other conditions are met).
Any amounts withheld under the backup withholding rules from a payment to
a holder would be allowed as a refund or a credit against such holder's United
States federal income tax if the required information is furnished to the IRS.
LEGAL OPINIONS
Certain legal matters relating to the Notes offered hereby and the Support
Agreement will be passed upon for FSI and Bell Atlantic by Kathleen M. Gibson,
Securities Counsel. Certain legal matters will be passed upon for Merrill Lynch,
Pierce, Fenner & Smith Incorporated by Ballard Spahr Andrews & Ingersoll,
Philadelphia, Pennsylvania. Ballard Spahr Andrews & Ingersoll from time to time
acts as counsel in certain matters for certain subsidiaries of Bell Atlantic. As
of June 1, 1995, Ms. Gibson owned beneficially and had options to acquire 7,552
shares of Common Stock of Bell Atlantic.
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