SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) Of The SECURITIES EXCHANGE ACT
of 1934
Date of Report: January 23, 1996
Exact name of registrant as
specified in its charter: BELL ATLANTIC CORPORATION
Commission File No.: 1-8606
State of Incorporation: Delaware
IRS Employer Identification No.: 23-2259884
Address of principal executive
offices: 1717 Arch Street
Philadelphia, Pennsylvania
Zip Code 19103
Registrant's telephone number,
including area code: (215) 963-6000
Former name or former address,
if changed since last report: N/A
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
BELL ATLANTIC CORPORATION
By: /s/ P. Alan Bulliner
P. Alan Billiner
Vice President -Corporate Secretary and Counsel
Date: January 23, 1996
Item 5. Other Events.
On January 23, 1996, the Board of Directors of Bell Atlantic Corporation
(the Company) adopted a resolution ordering the redemption of all Rights granted
under the Company's Shareholder Rights Plan (the Plan),approved by the Board
in 1989. The Board has concluded that, in view of changes in the circumstances
of the Company and in the legal and financial environments since 1989, the
continuation of the Plan is not necessary for the protection of shareholder
interests.
As a result of the Board's action, shareholders of record as of
April 10, 1996 will be entitled to receive the redemption price of $.005 per
share on or about May 1, 1996.
The redemption price will be combined, in a single payment, with the
dividend which is expected to be paid on May 1, 1996. The Board intends that
the redemption of the Rights will not increase the total cash to be paid
to shareholders on May 1, 1996, and therefore intends to reduce, on a
one-time basis, the dividend amount that would otherwise be payable on that
date by the $.005 per share redemption price. The Board is scheduled to
determine the amount of the May 1 dividend on March 23, 1996.
Under the Plan, the action of the Board ordering the redemption of the
Rights terminates the right to exercise the Rights, and the only continuing
right of the shareholders is to receive the redemption price.
The Board's action was not taken in response to, or in anticipation of,
any actual or perceived threat of a takeover of the Company or any other
transaction.
Attached as an exhibit is a copy of the resolution ordering the redemption
of the Rights.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
c) Exhibits.
The exhibits identified below, on file with the SEC, are incorporated
herein by reference as exhibits hereto.
10 (a) - Resolution of the Bell Atlantic Corporation Board of Directors
EXHIBIT INDEX
Exhibit No. Description
10 (a) Bell Atlantic Board Resolution dated January 23, 1996
EXHIBIT 10 (a)
BELL ATLANTIC CORPORATION
BOARD OF DIRECTORS
January 23, 1996
WHEREAS, this Board, at its meeting on March 28, 1989, authorized the adoption
of a Shareholder Rights Plan (the "Plan") for the purpose of protecting
shareholders from coercive takeover techniques; and
WHEREAS, in order to implement the Plan, the Corporation entered into a Rights
Agreement with American Transtech Inc., as Rights Agent, dated as of March 28,
1989; and
WHEREAS, by an Amendment to Rights Agreement dated as of April 29, 1992, the
Bank of New York was substituted as Rights Agent (the Rights Agreement, as
amended by the Amendment to Rights Agreement, is hereinafter referred to as the
"Agreement"); and
WHEREAS, pursuant to the Agreement, rights to purchase preference stock
(collectively, the Rights ) were distributed at a rate of one Right for each
share of common stock held on April 10, 1989; and
WHEREAS, on March 16, 1990, the Board of Directors declared a two-for-one stock
split pursuant to which shareholders of record on April 10, 1990 received one
additional share of common stock for each share owned; and
WHEREAS, pursuant to Section 11(p) of the Agreement, the ratio of Rights per
share is proportionately adjusted in the event of a stock split so that one half
of one Right is attached to each share of the Corporation's outstanding common
stock as of this date; and
WHEREAS, the Corporation has received two shareholder proposals requesting
that the Corporation either redeem the Rights issued under the Plan or submit
the Plan to a vote of shareholders; and
WHEREAS, the Board has reviewed the purpose and operation of the Plan, and
changes in the circumstances of the Corporation and in the legal and financial
environments since 1989, and has determined that a continuation of the Plan is
not necessary for the protection of shareholder interests; and
WHEREAS, the Board has determined that the appropriate action to discontinue the
effect of the Plan is to redeem the outstanding Rights; and
WHEREAS, the Agreement provides that the redemption price ( Redemption Price )
of each Right is $.01 per Right ($.005 per share of common stock outstanding);
and
BELL ATLANTIC CORPORATION
BOARD OF DIRECTORS
January 23, 1996
- Page Two -
WHEREAS, Section 23 of the Agreement provides that, upon the action of the
Board of Directors ordering the redemption of the Rights, the right to exercise
the Rights will terminate and the only right thereafter of a holder of Rights
shall be to receive the Redemption Price for each Right so held.
NOW, THEREFORE, be it
RESOLVED, that, in accordance with Section 23 of the Agreement, this Board
hereby orders the redemption of the Rights; and
FURTHER RESOLVED, that shareholders of record of the Company's outstanding
common stock as of April 10, 1996 shall be entitled to receive payment of the
Redemption Price of $.01 per Right ($.005 per share) on or about May 1, 1996;
and
FURTHER RESOLVED, that the Executive Vice President and Chief Financial
Officer and the Vice President-Corporate Secretary and Counsel, and each of
them, are authorized to execute any and all documents necessary or appropriate
to implement the redemption of the Rights.
