<PAGE>
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: August 14, 1997
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: 1095 Avenue of the Americas
New York, New York
Zip Code 10036
Registrant's telephone number,
including area code: (212) 395-2121
Former name or former address,
if changed since last report: 1717 Arch Street
Philadelphia, Pennsylvania
19103
<PAGE>
Item 1. Not applicable.
Item 2. Acquisition or Disposition of Assets.
On August 14, 1997, Bell Atlantic Corporation ("Bell Atlantic"), a
Delaware corporation, and NYNEX Corporation ("NYNEX"), a Delaware corporation,
consummated a merger (the "Merger") whereby Bell Atlantic Merger Venture, Inc.
("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Bell
Atlantic, was merged with and into NYNEX pursuant to an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 21,
1996, as amended and restated as of July 2, 1996, by and between NYNEX and Bell
Atlantic and to which Merger Sub also became a party. As a result of the Merger,
NYNEX has become a wholly-owned subsidiary of Bell Atlantic.
Prior to the Merger the assets of NYNEX, through NYNEX's subsidiaries
(including, principally, New York Telephone Company and New England Telephone
and Telegraph Company), were used to provide a broad range of telecommunications
and telecommunications-related services. Bell Atlantic intends to continue such
uses for the assets of NYNEX.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $1.00 per share, of NYNEX ("NYNEX
Common Stock") was converted into the right to receive .768 shares of common
stock, par value $0.10 per share, of Bell Atlantic ("Bell Atlantic Common
Stock"). Bell Atlantic will issue approximately 350,210,127 shares of Bell
Atlantic Common Stock in exchange for the shares of NYNEX Common Stock. In
addition, each option to purchase NYNEX Common Stock outstanding under NYNEX's
stock option plans was converted into an option to purchase the number of shares
of Bell Atlantic Common Stock equal to the number of shares of NYNEX Common
Stock subject to such option multiplied by the exchange ratio for the Merger,
and the associated exercise price was adjusted accordingly.
Pursuant to the Merger Agreement, the Board of Directors of Bell
Atlantic (the "Board") was expanded from 15 to 22 members. Four members of the
pre-Merger Board of Bell Atlantic, William W. Adams, William O. Albertini,
Thomas E. Bolger and Frank C. Carlucci, resigned from the Board effective upon
completion of the Merger. Richard L. Carrion, Lodewijk J.R. de Vink, Stanley P.
Goldstein, Helene L. Kaplan, Elizabeth T. Kennan, Hugh B. Price, Frederic V.
Salerno, Ivan G. Seidenberg, Walter V. Shipley, John R. Stafford and Morrison
DeS. Webb, all of whom were directors or officers of NYNEX prior to the Merger,
<PAGE>
have been elected to the Board to fill the vacancies resulting from the increase
in Board size and such resignations.
At the time of the Merger, Bell Atlantic entered into employment
agreements with each of Raymond W. Smith and Ivan G. Seidenberg in substantially
the forms previously agreed to by Bell Atlantic and NYNEX, as provided in the
Merger Agreement. Mr. Smith remains Chairman of the Board and Chief Executive
Officer of Bell Atlantic, and Mr. Seidenberg, who was Chairman and Chief
Executive Officer of NYNEX prior to the Merger, is now Vice Chairman, President
and Chief Operating Officer of Bell Atlantic.
Items 3-4. Not applicable.
Item 5. Other Events.
All information concerning NYNEX which has been filed with the
Securities and Exchange Commission as part of NYNEX's Annual Report on Form 10-K
(File No. 1-8608) for the year ended December 31, 1996, and all other reports
filed by NYNEX pursuant to the Securities Exchange Act of 1934 since the end of
the fiscal year covered by such report, are incorporated herein by reference.
Item 6. Not applicable.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The (i) consolidated audited balance sheet of NYNEX as of
December 31, 1995 and 1996 and (ii) consolidated
statements of income and cash flows of NYNEX for the fiscal
years ended December 31, 1994, 1995 and 1996 have been
filed with the Securities and Exchange Commission (the
"SEC") as part of NYNEX's Annual Report on Form 10-K, dated
March 27, 1997 (File No. 1-8608), and are incorporated
herein by reference.
The (iii) unaudited consolidated balance sheet of NYNEX as of June 30,
1997 and (iv) unaudited consolidated statements of income and cash
flows of NYNEX for the six months ended June 30, 1996 and 1997 have
been filed with the SEC as part of NYNEX's Quarterly Report on
Form 10-Q, filed August 6, 1997 (File No. 1-8608), and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
(i) Pro forma combined condensed statements of income of Bell Atlantic
and NYNEX for the six months ended June 30, 1997 and 1996, and the
years ended December 31, 1996, 1995 and 1994 and (ii) the pro forma
combined condensed balance sheet of Bell Atlantic and NYNEX as of June
30, 1997 (to be filed in an amendment to this Form 8-K as soon as
practicable, but not later than 75 days after the date of consummation
of the Merger).
<PAGE>
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"), dated as of April 21, 1996, as amended and restated
on July 2, 1996, by and between NYNEX Corporation and Bell
Atlantic Corporation (incorporated by reference to Exhibit 2 to
Bell Atlantic's Registration Statement on Form S-4
No. 333-11573).
3(i) Restated Certificate of Incorporation of Bell Atlantic.
3(ii)Bylaws of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release, dated August 15, 1997, issued by Bell Atlantic.
99.2 Consolidated audited balance sheet of NYNEX as of
December 31, 1995 and 1996 and consolidated
statements of income and cash flows of NYNEX for
the fiscal years ended December 31, 1994, 1995 and
1996 (incorporated by reference to NYNEX's Annual
Report on Form 10-K, dated March 27, 1997).
99.3 Unaudited consolidated balance sheet of NYNEX as of June 30, 1997
and unaudited consolidated statements of income and cash flows of
NYNEX for the six months ended June 30, 1996 and 1997
(incorporated by reference to NYNEX's Quarterly Report on Form
10-Q, filed August 6, 1997).
Items 8-9. Not applicable.
<PAGE>
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 hereunto duly authorized.
BELL ATLANTIC CORPORATION
/s/ Ellen C. Wolf
By: ________________________
Ellen C. Wolf
Vice President-Treasurer
Date: August 15, 1997
<PAGE>
File No. 1-8606
INDEX TO EXHIBITS
Exhibit
- -------
Exhibit 2.1 Amended and Restated Agreement and Incorporated
Plan of Merger (the "Merger herein by
Agreement"), dated as of April 21, reference to
1996, as amended and restated on Exhibit 2 to
July 2, 1996, by and between NYNEX Bell
Corporation and Bell Atlantic Atlantic's
Corporation Registration
Statement on
Form S-4 No.
333-11573.
Exhibit 3(i) Restated Certificate of
Incorporation of Bell Atlantic
Corporation
Exhibit 3(ii) Bylaws of Bell Atlantic
Corporation
Exhibit 23.1 Consent of Coopers & Lybrand
L.L.P.
Exhibit 99.1 Press Release, dated
August 15, 1997, issued by Bell
Atlantic Corporation.
Exhibit 99.2 Consolidated audited balance sheet Incorporated
of NYNEX Corporation as of herein by
December 31, 1995 and 1996 and reference to
consolidated statements of income NYNEX
and cash flows of NYNEX Corporation's
Corporation for the fiscal years Annual Report
ended December 31, 1994, 1995 and on Form 10-K,
1996 dated March
27, 1997.
Exhibit 99.3 Unaudited consolidated balance Incorporated
sheet of NYNEX Corporation as of herein by
June 30, 1997 and unaudited reference to
consolidated statements of income NYNEX
and cash flows of NYNEX Corporation Corporation's
for the six months ended June 30, Quarterly Report
1996 and 1997 on Form 10-Q,
filed August
6, 1997.
<PAGE>
EXHIBIT 3(i)
RESTATED
CERTIFICATE OF INCORPORATION
OF
BELL ATLANTIC CORPORATION
1. Corporate Name. The name of the corporation is Bell Atlantic
--------------
Corporation (the "Corporation").
2. Registered Office. The address of the registered office of the
-----------------
Corporation is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation at such address is
The Corporation Trust Company.
3. Corporate Purpose. The nature of the business of the Corporation or
-----------------
the purposes of the Corporation to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as amended from time to time (the
"GCL").
4. Capital Stock.
-------------
A. Authorized Shares. The total number of shares of all classes of
-----------------
stock which the Corporation shall have the authority to issue is 2,500,000,000
shares, of which 2,250,000,000 shares are Common Stock, $.10 par value per
share, and 250,000,000 shares are Series Preferred Stock, $.10 par value.
B. Authority of Board to Fix Terms of Series Preferred Stock. The
---------------------------------------------------------
Board of Directors of the Corporation is hereby expressly authorized at any time
and from time to time to provide for the issuance of all or any shares of the
Series Preferred Stock in one or more classes or series, and to fix for each
such class or series such voting powers, full or limited, or no voting powers,
and such distinctive designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of such
class or series and to the fullest extent as may now or hereafter be permitted
by the GCL, including, without limiting the generality of the foregoing, the
authority to provide that any such class or series may be (i) subject to
redemption at such time or times and at such price or prices; (ii) entitled to
receive dividends (which may be cumulative or non-cumulative) at such rates, on
such conditions, and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or any other
series; (iii) entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or
1
<PAGE>
of any other series of the same or any other class or classes of stock, or other
securities or property, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions. Unless otherwise provided in such resolution or
resolutions, shares of Series Preferred Stock of such class or series which
shall be issued and thereafter acquired by the Corporation through purchase,
redemption, exchange, conversion or otherwise shall return to the status of
authorized but unissued Series Preferred Stock.
5. Board of Directors of the Corporation.
-------------------------------------
A. Responsibilities. The business and affairs of the Corporation shall
----------------
be managed under the direction of the Board of Directors.
B. Number. Subject to the right of the Board of Directors to increase
------
or decrease the number of directors pursuant to this Article 5.B., the Board of
Directors shall consist of 22 directors. The Board of Directors may increase or
decrease the number of directors by the affirmative vote of (a) three-quarters
of the entire Board of Directors if the effective date of such increase or
decrease is prior to the date on which Raymond W. Smith ceases to be Chairman of
the Corporation (hereinafter referred to as the "Retirement Date"), and (b) a
majority of the entire Board of Directors if the effective date of the increase
or decrease is on or after the Retirement Date.
C. Elections of Directors. Elections of directors need not be by
----------------------
written ballot unless the Bylaws of the Corporation shall so provide.
D. Nominations for Directors. Except as otherwise permitted in Article
-------------------------
5.E., only persons who are nominated in accordance with the procedures
established in the Bylaws shall be eligible for election as directors.
E. Vacancies. Vacancies and newly created directorships may be filled
---------
by the Board of Directors, provided that on or prior to the Retirement Date,
such action shall be in accordance with the method for the selection of
directors set forth in Section 4.16 of the Bylaws.
6. Bylaws. The Board of Directors is expressly authorized from time to
------
time to make, alter or repeal the Bylaws of the Corporation in the manner set
forth in the Bylaws from time to time.
7. Indemnification.
---------------
A. Indemnification of Authorized Representatives in Third Party
------------------------------------------------------------
Proceedings.--The Corporation shall indemnify any person who was or is an
- -----------
authorized representative of the Corporation, and who was or is a party, or is
threatened to be made a party to any third party proceeding, by reason of the
fact that such person was
2
<PAGE>
or is an authorized representative of the Corporation, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such third party proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, with respect to any
criminal third party proceeding, had no reasonable cause to believe such conduct
was unlawful. The termination of any third party proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the authorized representative did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to, the best interests of the Corporation, or, with respect
to any criminal third party proceeding, had reasonable cause to believe that
such conduct was unlawful.
B. Indemnification of Authorized Representatives in Corporate
----------------------------------------------------------
Proceedings.--The Corporation shall indemnify any person who was or is an
- -----------
authorized representative of the Corporation and who was or is a party or is
threatened to be made a party to any corporate proceeding, by reason of the fact
that such person was or is an authorized representative of the Corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such corporate proceeding if such person acted
in good faith and in a manner reasonably believed to be in, or not opposed to,
the best interests of the Corporation; provided, however, that, except as
-------- -------
provided in this Article 7 with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such person in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if the initiation of such action, suit or proceeding (or part thereof) was
authorized by the Board of Directors; provided further, however, that no
-------- ------- -------
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such corporate proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such authorized representative is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
C. Mandatory Indemnification of Authorized Representatives.--To the
-------------------------------------------------------
extent that an authorized representative or other employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
third party or corporate proceeding or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses actually and
reasonably incurred by such person in connection therewith.
D. Determination of Entitlement to Indemnification.--Any
-----------------------------------------------
indemnification under section 7(A), (B) or (C) of this Article (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the authorized representative
or other employee or agent is proper in the circumstances because such person
has either met the applicable
3
<PAGE>
standard of conduct set forth in section 7(A) or (B) of this Article or has been
successful on the merits or otherwise as set forth in section 7(C) of this
Article and that the amount requested has been actually and reasonably incurred.
Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such third party or
corporate proceeding; or
(2) if such a quorum is not obtainable, or even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or
(3) by the stockholders.
E. Advancing Expenses.--Expenses actually and reasonably incurred in
------------------
defending a third party or corporate proceeding shall be paid on behalf of an
authorized representative by the Corporation in advance of the final disposition
of such third party or corporate proceeding and within 30 days of receipt by the
secretary of the Corporation of (i) an application from such authorized
representative setting forth the basis for such indemnification, and (ii) if
required by law at the time such application is made, an undertaking by or on
behalf of the authorized representative to repay such amount if it shall
ultimately be determined that the authorized representative is not entitled to
be indemnified by the Corporation as authorized in this Article. The financial
ability of any authorized representative to make a repayment contemplated by
this section shall not be a prerequisite to the making of an advance. Expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
F. Definitions.--For purposes of this Article:
-----------
(1) "authorized representative" shall mean any and all directors and
officers of the Corporation and any person designated as an authorized
representative by the Board of Directors of the Corporation or any officer
of the Corporation to whom the Board has delegated the authority to make
such designations (which "authorized representative" may, but need not,
include any person serving at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise);
(2) "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify
its directors, officers, employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent corporation,
or is or was serving at the
4
<PAGE>
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued;
(3) "corporate proceeding" shall mean any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor and any investigative proceeding by the Corporation;
(4) "criminal third party proceeding" shall include any action or
investigation which could or does lead to a criminal third party
proceeding;
(5) "expenses" shall include attorneys' fees and disbursements;
(6) "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan;
(7) actions "not opposed to the best interests of the Corporation"
shall include without limitation actions taken in good faith and in a
manner the authorized representative reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan;
(8) "other enterprises" shall include employee benefit plans;
(9) "party" shall include the giving of testimony or similar
involvement;
(10) "serving at the request of the Corporation" shall include
without limitation any service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such
director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries; and
(11) "third party proceeding" shall mean any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right
of the Corporation.
G. Insurance.--The Corporation may purchase and maintain insurance
---------
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against the
person and incurred by the person in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article.
5
<PAGE>
H. Scope of Article.--The indemnification of authorized
----------------
representatives and advancement of expenses, as authorized by the preceding
provisions of this Article, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be an authorized representative and shall inure to the benefit of the heirs,
executors and administrators of such a person.
I. Reliance on Provisions.--Each person who shall act as an
----------------------
authorized representative of the Corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article. Any repeal or
modification of the provisions of this Article 7 by the stockholders of the
Corporation shall not adversely affect any right or benefit of a director
existing at the time of such repeal or modification.
J. Severability.--If this Article 7 or any portion thereof shall be
------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each authorized representative of the
Corporation as to expenses, judgments, fines and amounts paid in settlement with
respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including, without limitation, a grand jury
proceeding and an action, suit or proceeding by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article 7 that shall not have been invalidated, by the GCL or by any other
applicable law.
8. Duty of Care. A director of the Corporation shall not be liable to
------------
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If
the GCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of the provisions of this
Article 8 by the stockholders of the Corporation shall not adversely affect any
right or benefit of a director of the Corporation existing at the time of such
repeal or modification.
9. Board Consideration of All Relevant Factors. The Board of Directors
-------------------------------------------
of the Corporation, when evaluating any offer of another party to (a) make a
tender or exchange offer for any equity security of the Corporation, (b) merge
or consolidate the Corporation with another corporation, or (c) purchase or
otherwise acquire all or
6
<PAGE>
substantially all of the properties and assets of the Corporation, may, in
connection with the exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due consideration to (i)
all relevant factors, including without limitation the social, legal,
environmental and economic effects on employees, customers, suppliers and other
affected persons, firms and corporations and on the communities and geographical
areas in which the Corporation and its subsidiaries operate or are located and
on any of the businesses and properties of the Corporation or any of its
subsidiaries, as well as such other factors as the directors deem relevant, and
(ii) the consideration being offered, not only in relation to the then current
market price for the Corporation's outstanding shares of capital stock, but also
in relation to the then current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' estimate of the future
value of the Corporation (including the unrealized value of its properties and
assets) as an independent going concern.
10. Unanimous Consent of Stockholders in Lieu of Meeting. Any action
----------------------------------------------------
required to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of all of the outstanding stock entitled
to vote to take such action at any annual or special meeting of stockholders of
the Corporation and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the books in which proceedings or
meetings of stockholders are recorded. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to unless,
within 60 days of the earliest dated consent delivered in the manner required in
this section to the Corporation, written consents signed by the holders of all
of the outstanding stock entitled to vote to take such action are delivered to
the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to a Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.
11. Amendments. The Corporation reserves the right to amend, alter,
----------
change or repeal any provision contained in this certificate of incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
7
<PAGE>
EXHIBIT 3(ii)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
B Y L A W S
OF
BELL ATLANTIC CORPORATION
(a Delaware Corporation)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
B Y L A W S
OF
BELL ATLANTIC CORPORATION
Table of Contents
-----------------
<TABLE>
<S> <C> <C>
ARTICLE I
Offices and Fiscal Year.............................. 1
SECTION 1.01. Registered Office.................................... 1
-----------------
SECTION 1.02. Fiscal Year.......................................... 1
-----------
ARTICLE II
Notice - Waivers - Meetings.......................... 1
SECTION 2.01. Notice, What Constitutes............................. 1
------------------------
SECTION 2.02. Notice of Meetings of Board of Directors............. 1
----------------------------------------
SECTION 2.03. Notice of Meetings of Stockholders................... 2
----------------------------------
SECTION 2.04. Waivers of Notice.................................... 2
-----------------
SECTION 2.05. Exception to Requirements of Notice.................. 2
-----------------------------------
SECTION 2.06. Conference Telephone Meetings........................ 3
-----------------------------
ARTICLE III
Meetings of Stockholders............................. 3
SECTION 3.01. Place of Meeting..................................... 3
----------------
SECTION 3.02. Annual Meeting....................................... 3
--------------
SECTION 3.03. Special Meetings..................................... 3
----------------
SECTION 3.04. Quorum, Manner of Acting and Adjournment............. 3
----------------------------------------
SECTION 3.05. Organization......................................... 4
------------
SECTION 3.06. Voting............................................... 5
------
SECTION 3.07. Voting Lists......................................... 5
------------
SECTION 3.08. Inspectors of Election............................... 6
----------------------
ARTICLE IV
Board of Directors......................... 7
SECTION 4.01. Powers............................................... 7
------
SECTION 4.02. Number............................................... 7
------
SECTION 4.03. Term of Office....................................... 7
--------------
SECTION 4.04. Vacancies............................................ 7
---------
SECTION 4.05. Resignations......................................... 7
------------
SECTION 4.06. Organization......................................... 8
------------
SECTION 4.07. Place of Meeting..................................... 8
----------------
SECTION 4.08. Regular Meetings..................................... 8
----------------
SECTION 4.09. Special Meetings..................................... 8
----------------
SECTION 4.10. Quorum, Manner of Acting and Adjournment............. 8
----------------------------------------
SECTION 4.11. Committees of the Board.............................. 8
-----------------------
SECTION 4.12. Compensation of Directors............................ 9
-------------------------
SECTION 4.13. Qualifications and Election of Directors............. 9
----------------------------------------
</TABLE>
i
<PAGE>
<TABLE>
<S> <C> <C>
SECTION 4.14. Voting of Stock...................................... 11
---------------
SECTION 4.15. Endorsement of Securities for Transfer............... 11
--------------------------------------
SECTION 4.16. Representation on Board of Directors................. 11
------------------------------------
ARTICLE V
Officers............................... 12
SECTION 5.01. Number, Qualifications and Designation............... 12
--------------------------------------
SECTION 5.02. Election and Term of Office.......................... 12
---------------------------
SECTION 5.03. Subordinate Officers, Committees and Agents.......... 12
-------------------------------------------
SECTION 5.04. The Chairman and Vice Chairman of the Board.......... 12
-------------------------------------------
SECTION 5.05. The Chairman of the Board............................ 12
-------------------------
SECTION 5.06. The President........................................ 13
-------------
SECTION 5.07. The Secretary........................................ 13
-------------
SECTION 5.08. The Treasurer........................................ 13
-------------
SECTION 5.09. Officers' Bonds...................................... 13
---------------
SECTION 5.10. Salaries............................................. 13
--------
SECTION 5.11. Employment Agreements................................ 13
---------------------
ARTICLE VI
Certificates of Stock, Transfer, Etc.................... 14
SECTION 6.01. Form and Issuance.................................... 14
-----------------
SECTION 6.02. Transfer............................................. 15
--------
SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates.... 15
-------------------------------------------------
SECTION 6.04. Record Holder of Shares.............................. 15
-----------------------
SECTION 6.05. Determination of Stockholders of Record.............. 15
---------------------------------------
ARTICLE VII
General Provisions........................ 16
SECTION 7.01. Dividends............................................ 16
---------
SECTION 7.02. Contracts............................................ 16
---------
SECTION 7.03. Corporate Seal....................................... 16
--------------
SECTION 7.04. Checks, Notes, Etc................................... 17
-------------------
SECTION 7.05. Corporate Records.................................... 17
-----------------
SECTION 7.06. Amendment of Bylaws.................................. 17
-------------------
</TABLE>
ii
<PAGE>
B Y L A W S
OF
BELL ATLANTIC CORPORATION
(a Delaware Corporation)
ARTICLE I
Offices and Fiscal Year
SECTION 1.01. Registered Office.--The registered office of the corporation
-----------------
shall be in the City of Wilmington, County of New Castle, State of Delaware
until otherwise established by resolution of the board of directors, and a
certificate certifying the change is filed in the manner provided by statute.
SECTION 1.02. Fiscal Year.--The fiscal year of the corporation shall end
-----------
on the 31st day of December in each year.
ARTICLE II
Notice - Waivers - Meetings
SECTION 2.01. Notice, What Constitutes.--Whenever, under the provisions of
------------------------
the Delaware General Corporation Law ("GCL") or the certificate of incorporation
or of these Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to require personal notice, but such
notice may be given in writing, by mail or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier service, charges
prepaid, or by telephone or facsimile transmission to the address (or to the
telex, TWX, facsimile or telephone number) of the person appearing on the books
of the corporation, or in the case of directors, supplied to the corporation for
the purpose of notice. If the notice is sent by mail, telegram or courier
service, it shall be deemed to be given when deposited in the United States mail
or with a telegraph office or courier service for delivery to that person or, in
the case of telex or TWX, when dispatched, or in the case of facsimile
transmission, when received.
SECTION 2.02. Notice of Meetings of Board of Directors.--Notice of a
----------------------------------------
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director in
person or by telephone or in writing at least 24 hours (in the case of notice in
person or by telephone, telex, TWX or facsimile transmission) or 48 hours (in
the case of notice by telegram, courier service or express mail) or five days
(in the case of notice by first class mail) before the time at which the meeting
is to be held. Every such notice shall state the time and place of the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the board need be specified in a notice of the meeting.
1
<PAGE>
SECTION 2.03. Notice of Meetings of Stockholders.--Written notice of the
----------------------------------
place, date and hour of every meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at the
meeting not less than ten nor more than 60 days before the date of the meeting.
Every notice of a special meeting shall state the purpose or purposes thereof.
If the notice is sent by mail, it shall be deemed to have been given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at the address of the stockholder as it appears on the records of
the corporation.
SECTION 2.04. Waivers of Notice.
-----------------
(a) Written Waiver.--Whenever notice is required to be given under any
--------------
provisions of the GCL or the certificate of incorporation or these Bylaws, a
written waiver, signed by the person or persons entitled to the notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice of such meeting.
(b) Waiver by Attendance.--Attendance of a person at a meeting, either in
--------------------
person or by proxy, shall constitute a waiver of notice of such meeting, except
where a person attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.
SECTION 2.05. Exception to Requirements of Notice.
-----------------------------------
(a) General Rule.--Whenever notice is required to be given, under any
------------
provision of the GCL or of the certificate of incorporation or these Bylaws, to
any person with whom communication is unlawful, the giving of such notice to
such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person. Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given.
(b) Stockholders Without Forwarding Addresses.--Whenever notice is
-----------------------------------------
required to be given, under any provision of the GCL or the certificate of
incorporation or these Bylaws, to any stockholder to whom (i) notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to such person during the period
between such two consecutive annual meetings, or (ii) all, and at least two,
payments (if sent by first class mail) of dividends or interest on securities
during a 12 month period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly given. If
any such person shall deliver to the
2
<PAGE>
corporation a written notice setting forth the person's then current address,
the requirement that notice be given to such person shall be reinstated.
SECTION 2.06. Conference Telephone Meetings.--One or more directors may
-----------------------------
participate in a meeting of the board, or of a committee of the board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in
a meeting pursuant to this section shall constitute presence in person at such
meeting.
ARTICLE III
Meetings of Stockholders
SECTION 3.01. Place of Meeting.--All meetings of the stockholders of the
----------------
corporation shall be held at such place within or without the State of Delaware
as shall be designated by the board of directors in the notice of such meeting
(or by an officer calling a meeting pursuant to Section 3.02) in accordance with
Section 3.02 or 3.03.
SECTION 3.02. Annual Meeting.--The board of directors may fix and
--------------
designate the date and time of the annual meeting of the stockholders. At said
meeting the stockholders then entitled to vote shall elect directors and shall
transact such other business as may properly be brought before the meeting.
SECTION 3.03. Special Meetings.--Special meetings of the stockholders of
----------------
the corporation may be called at any time by the chairman of the board or a
majority of the board of directors. At any time, upon the written request of
any person or persons who have duly called a special meeting, which written
request shall state the purpose or purposes of the meeting, it shall be the duty
of the secretary to fix the date of the meeting which shall be held at such date
and time as the secretary may fix, not less than ten nor more than 60 days after
the receipt of the request, and to give due notice thereof. If the secretary
shall neglect or refuse to fix the time and date of such meeting and give notice
thereof, the person or persons calling the meeting may do so.
SECTION 3.04. Quorum, Manner of Acting and Adjournment.
----------------------------------------
(a) Quorum.--The holders of a majority of the shares entitled to vote,
------
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders except as otherwise provided by the GCL, by the
certificate of incorporation or by these Bylaws. If a quorum is not present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. At any such adjourned
meeting at which a quorum is present or represented, the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
3
<PAGE>
(b) Manner of Acting.--Directors shall be elected by a plurality of the
----------------
votes of the shares present in person or represented by proxy and entitled to
vote at the meeting on the election of directors. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote and voting
thereon shall be the act of the stockholders, unless the question is one upon
which, by express provision of the applicable statute, the certificate of
incorporation or these Bylaws, a different vote is required in which case such
express provision shall govern and control the decision of the question. The
stockholders present in person or by proxy at a duly organized meeting can
continue to do business until adjournment, notwithstanding withdrawal of enough
stockholders to leave less than a quorum.
(c) Stockholder Proposals.--Nominations by stockholders of persons for
---------------------
election to the board of directors of the corporation may be made at an annual
meeting in compliance with Section 4.13 hereof. The proposal of other business
to be considered by the stockholders at an annual meeting of stockholders may be
made (i) pursuant to the corporation's notice of meeting, (ii) by or at the
direction of the board of directors, or (iii) by any stockholder of the
corporation pursuant to timely notice in writing to the secretary of the
corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 60 days prior to the meeting; provided, however, that in the event
-------- -------
that less than 75 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice to the secretary
shall set forth (a) as to the stockholder giving notice and the beneficial
owner, if any on whose behalf the proposal is made, (i) their name and record
address, and (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by each of them, and (b) a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder giving notice and the beneficial owner, if
any, on whose behalf the proposal is made. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting. Only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this section.
(d) The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that any nomination made at the meeting was not made
in accordance with the foregoing procedures and, in such event, the nomination
shall be disregarded. Any decision by the chairman of the meeting shall be
conclusive and binding upon all stockholders of the corporation for any purpose.
SECTION 3.05. Organization.--At every meeting of the stockholders, the
------------
chairman of the board, if there be one, or in the case of a vacancy in the
office or absence of the chairman of the board, one of the following persons
present in the order stated: the president, the vice chairman, if one has been
appointed, a chairman
4
<PAGE>
designated by the board of directors or a chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast, shall act as chairman, and the
secretary, or, in the absence of the secretary, an assistant secretary, or in
the absence of the secretary and the assistant secretaries, a person appointed
by the chairman, shall act as secretary.
SECTION 3.06. Voting.
------
(a) General Rule.--Unless otherwise provided in the certificate of
------------
incorporation, each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock having voting power held by such
stockholder.
(b) Voting and Other Action by Proxy.--
--------------------------------
(1) A stockholder may execute a writing authorizing another person or
persons to act for the stockholder as proxy. Such execution may be
accomplished by the stockholder or the authorized officer, director,
employee or agent of the stockholder signing such writing or causing his or
her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature. A stockholder may
authorize another person or persons to act for the stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission if such telegram,
cablegram or other means of electronic transmission sets forth or is
submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder.
(2) No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
(3) A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation
generally.
SECTION 3.07. Voting Lists.--The officer who has charge of the stock
------------
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting. The list shall be arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be
5
<PAGE>
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 3.08. Inspectors of Election.
----------------------
(a) Appointment.--All elections of directors shall be by written ballot;
-----------
the vote upon any other matter need not be by ballot. In advance of any meeting
of stockholders the board of directors may appoint one or more inspectors, who
need not be stockholders, to act at the meeting and to make a written report
thereof. The board of directors may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the person's best ability.
(b) Duties.--The inspectors shall ascertain the number of shares
------
outstanding and the voting power of each, shall determine the shares represented
at the meeting and the validity of proxies and ballots, shall count all votes
and ballots, shall determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
shall certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.
(c) Polls.--The date and time of the opening and the closing of the polls
-----
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.
(d) Reconciliation of Proxies and Ballots.--In determining the validity
-------------------------------------
and counting of proxies and ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted with those proxies, any
information transmitted in accordance with section 3.06, ballots and the regular
books and records of the corporation, except that the inspectors may consider
other reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is authorized by
the record owner to cast or more votes than the stockholder holds of record. If
the inspectors consider other reliable information for the limited purpose
permitted herein, the inspectors at the time they make their certification
pursuant to subsection (b) shall specify the precise information considered by
them including the person or persons from whom they obtained the information,
when the information was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that such information is
accurate and reliable.
6
<PAGE>
ARTICLE IV
Board of Directors
SECTION 4.01. Powers.--All powers vested by law in the corporation
------
shall be exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction of, the board of directors.
SECTION 4.02. Number.--Subject to the provisions of the certificate
------
of incorporation, the board of directors shall consist of such number of
directors as may be determined from time to time by resolution adopted by a vote
of a majority of the entire board of directors.
SECTION 4.03. Term of Office. Directors of the corporation shall
--------------
hold office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified, except in the event of death,
resignation or removal.
SECTION 4.04. Vacancies.
---------
(a) Subject to the provisions of Section 4.16 hereof, vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and a director so
chosen shall hold office until the next annual election of the class for which
such director shall have been elected and until a successor is duly elected and
qualified. If there are no directors in office, then an election of directors
may be held in the manner provided by statute.
(b) Subject to the provisions of Section 4.16 hereof, whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.
(c) If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the entire board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorship, or
to replace the directors chosen by the directors then in office.
SECTION 4.05. Resignations.--Any director may resign at any time upon
------------
written notice to the chairman, president or secretary of the corporation. The
resignation shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of resignation and,
unless otherwise specified in the notice, the acceptance of the resignation
shall not be necessary to make it effective.
7
<PAGE>
SECTION 4.06. Organization.--At every meeting of the board of
------------
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the president, the vice
chairman, if one has been appointed, the vice presidents in their order of rank
and seniority, or a chairman chosen by a majority of the directors present,
shall preside, and the secretary, or, in the absence of the secretary, an
assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.
SECTION 4.07. Place of Meeting.--Meetings of the board of directors,
----------------
both regular and special, shall be held at such place within or without the
State of Delaware as the board of directors may from time to time determine, or
as may be designated in the notice of the meeting.
SECTION 4.08. Regular Meetings.--Regular meetings of the board of
----------------
directors shall be held without notice at such time and place as shall be
designated from time to time by resolution of the board of directors.
SECTION 4.09. Special Meetings.--Special meetings of the board of
----------------
directors shall be held whenever called by the chairman or by three or more of
the directors.
SECTION 4.10. Quorum, Manner of Acting and Adjournment.
----------------------------------------
(a) General Rule.--At all meetings of the board one-third of the total
------------
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the board of directors, except as may be
otherwise specifically provided by the GCL or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
(b) Unanimous Written Consent.--Unless otherwise restricted by the
-------------------------
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors may be taken without a meeting, if all
members of the board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board.
SECTION 4.11. Committees of the Board.
-----------------------
(a) Establishment.--The board of directors may, by resolution adopted
-------------
by a majority of the entire board, establish one or more other committees, each
committee to consist of one or more directors. The membership of each such
committee shall be in compliance with Section 4.16 hereof. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee and the alternate or
alternates, if any, designated for such
8
<PAGE>
member, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member.
(b) Powers.--Any such committee, to the extent provided in the
------
resolution establishing such committee, shall have and may exercise all the
power and authority of the board of directors in the management of the business
and affairs of the corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
such power or authority in reference to amending the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the GCL, fix the
designation and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of shares of any series),
adopting an agreement of merger or consolidation under Section 251, 252, 254,
255, 256, 257, 258, 263, or 264 of the GCL, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the Bylaws of the
corporation. Such committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors. Each
committee so formed shall keep regular minutes of its meetings and report the
same to the board of directors when required.
(c) Committee Procedures.--The term "board of directors" or "board,"
--------------------
when used in any provision of these Bylaws relating to the organization or
procedures of or the manner of taking action by the board of directors, shall be
construed to include and refer to any committee of the board.
SECTION 4.12. Compensation of Directors.--Unless otherwise restricted
-------------------------
by the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
SECTION 4.13. Qualifications and Election of Directors.
----------------------------------------
(a) All directors of the corporation shall be natural persons of full
age, but need not be residents of Delaware or stockholders of the corporation.
Except in the case of vacancies, directors shall be elected by the stockholders.
If directors of more than one class are to be elected, each class of directors
to be elected at the meeting shall
9
<PAGE>
be nominated and elected separately. No person who has reached 70 years of age
may be elected or appointed to a term of office as a director of the
corporation. The term of office of any director elected or appointed in
conformity with the preceding sentence shall continue (to the extent provided in
the certificate of incorporation and these Bylaws) after such director reaches
70 years of age.
(b) Nominations of persons for election to the board of directors of
the corporation may be made at a meeting of stockholders by or at the direction
of the board of directors, which shall, prior to the date of retirement of
Raymond W. Smith as Chairman of the Corporation (the "Retirement Date"), follow
the method for the selection of directors set forth in Section 4.16 of the
Bylaws.
(c) Nominations of persons for election to the board of directors of
the corporation may also be made by any stockholder of the corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 4.14 (c) and (d). Such nominations,
other than those made by or at the direction of the board, shall be made
pursuant to timely notice in writing to the secretary of the corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than 60 days prior
to the meeting; provided, however, that in the event that less than 75 days'
-------- -------
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice to the secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the corporation which are
beneficially owned by the person, and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to the rules and regulations promulgated under
the Securities Exchange Act of 1934 as amended; and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder and (ii)
the class and number of shares of capital stock of the corporation which are
beneficially owned by the stockholder. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation. No person shall be eligible for election as a
director by the stockholders of the corporation unless nominated in accordance
with the procedures set forth herein.
(d) The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that any nomination made at the meeting was not made
in accordance with the foregoing procedures and, in such event, the nomination
shall be disregarded. Any decision by the chairman of the meeting shall be
conclusive and binding upon all stockholders of the corporation for any purpose.
10
<PAGE>
SECTION 4.14. Voting of Stock. Unless otherwise ordered by the board
---------------
of directors, each of the chairman of the board, the president, and the
principal accounting officer (as identified in the corporation's most recent
report filed with the United States Securities and Exchange Commission) shall
have full power and authority, on behalf of the corporation, to attend and to
act and vote, in person or by proxy, at any meeting of the stockholders of any
company in which the corporation may hold stock, and at any such meeting shall
possess and may exercise any and all of the rights and powers incident to the
ownership of such stock which, as the owner thereof, the corporation might have
possessed and exercised if present. The board of directors, by resolution
adopted from time to time, may confer like powers upon any other person or
persons.
SECTION 4.15. Endorsement of Securities for Transfer. Each of the
--------------------------------------
chairman of the board, the president, and the principal accounting officer shall
have the power to endorse and deliver for sale, assignment or transfer
certificates for stock, bonds or other securities, registered in the name of or
belonging to the corporation, whether issued by the corporation or by any other
corporation, government, state or municipality or agency thereof; and the board
of directors from time to time may confer like power upon any other officer,
agent or person by resolution adopted from time to time. Every such endorsement
shall be countersigned by the treasurer or an assistant treasurer.
SECTION 4.16. Representation on Board of Directors.
------------------------------------
(a) The total number of persons serving on the board of directors
shall be twenty-two, half of whom shall be NYNEX Directors and half of whom
shall be Old Bell Atlantic Directors (as such terms are defined below). No more
than six of the twenty-two directors shall be employees of the corporation or
NYNEX Corporation ("NYNEX"); half of the employee directors shall be NYNEX
Directors and half shall be Old Bell Atlantic Directors.
(b) From August 14, 1997 until Raymond W. Smith ceases to be the
Chairman of the corporation, the board of directors and each committee of the
board as constituted following each election of directors shall consist of an
equal number of NYNEX Directors and Old Bell Atlantic Directors, with vacancies
to be filled as provided in (c) and (d) below.
(c) If any person who was a director or officer of NYNEX and who was
elected as a director of the corporation on or prior to August 14, 1997 shall
have given notice to the corporation or to NYNEX on or prior to such date that
he or she declines such election, then the resulting vacancy may be filled (i)
by any person who was a director or officer of NYNEX or a NYNEX telephone
company on April 21, 1996 who is approved by a majority of the NYNEX Directors
and by a three-quarters vote of the entire board of directors or (ii) as
provided in (d) below.
(d) Except as otherwise provided in (c) above, if at any time during
the period referred to in (b) above, the number of NYNEX Directors and Old Bell
Atlantic Directors serving, or that would be serving following the next
stockholders' meeting at which directors are to be elected, as directors or as
members of any committee of the board, would not be equal, then, subject to the
fiduciary duties of the directors, the board of directors and the nominating
committee thereof shall nominate for election at the next stockholders' meeting
at which directors are to be elected, such person or persons as may be requested
by the remaining NYNEX Directors (if the number of NYNEX Directors is, or would
otherwise become, less than the number of Old Bell Atlantic Directors) or by the
remaining Old Bell Atlantic Directors (if the number of Old Bell Atlantic
Directors is, or would otherwise become, less than the number of NYNEX
Directors) to ensure that there shall be an equal number of NYNEX Directors and
Old Bell Atlantic Directors. The provisions of the preceding sentence shall not
apply in respect of any stockholders' meeting which takes place after the date
on which Raymond W. Smith ceases to be Chairman of the corporation, and prior to
such date, vacancies in the board of directors shall be filled only as permitted
by (c) above or by vote of the stockholders.
11
<PAGE>
(e) The term "NYNEX Director" means (i) any person serving as a
director of NYNEX or of a NYNEX telephone company on April 21, 1996 who becomes
a director of the corporation and (ii) any person who becomes a director
pursuant to (c) or (d) above and who is designated by the NYNEX Directors; and
the term "Old Bell Atlantic Director" means (i) any person serving as a director
of the corporation on April 21, 1996 who continues as a director of the
corporation after the effective time of the merger of a wholly owned subsidiary
of the corporation with and into NYNEX and (ii) any person who becomes a
director pursuant to (c) or (d) above and who is designated by the Old Bell
Atlantic Directors.
(f) Any amendment to or modification of this Section 4.16 or of any
provision of these Bylaws which refers to this Section 4.16 shall require a
three-quarters vote of the entire board of directors.
ARTICLE V
Officers
SECTION 5.01. Number, Qualifications and Designation.--The officers
--------------------------------------
of the corporation shall be chosen by the board of directors and shall be a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of section 5.03 of
this Article. Any number of offices may be held by the same person. Officers
may, but need not, be directors or stockholders of the corporation. The board
of directors may elect from among the members of the board a chairman of the
board and a vice chairman of the board.
SECTION 5.02. Election and Term of Office.--The officers of the
---------------------------
corporation, except those elected by delegated authority pursuant to section
5.03 of this Article, shall be elected annually by the board of directors, and
each such officer shall hold office for a term of one year and until a successor
is elected and qualified, or until his or her earlier resignation or removal.
Any officer may resign at any time upon written notice to the corporation.
SECTION 5.03. Subordinate Officers, Committees and Agents.--The board
-------------------------------------------
of directors may from time to time elect such other officers and appoint such
committees, employees or other agents as it deems necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as are provided in these Bylaws, or as the board of directors may from
time to time determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain or appoint
employees or other agents, or committees thereof, and to prescribe the authority
and duties of such subordinate officers, committees, employees or other agents.
SECTION 5.04. The Chairman and Vice Chairman of the Board.--The
-------------------------------------------
chairman of the board, or in the absence of the chairman, the vice chairman of
the board, if there be one, shall preside at all meetings of the stockholders
and of the board of directors, and shall perform such other duties as may from
time to time be assigned to them by the board of directors.
SECTION 5.05. The Chairman of the Board.--The chairman of the board
-------------------------
shall have general supervision over the business and operations of the
corporation,
12
<PAGE>
subject, however, to the control of the board of directors, and shall perform
all duties incidental to his office which may be required by law and all such
other duties as are properly required of him by the board of directors. He
shall make reports to the board of directors and the stockholders, and shall see
that all orders and resolutions of the board of directors and of any committee
thereof are carried into effect.
SECTION 5.06. The President.--The president shall, subject to the
-------------
Chairman, be the most senior executive of the corporation and shall assist the
Chairman of the board in the administration and operation of the corporation's
business and general supervision of its policies and affairs. The president
shall, in the absence of or because of the inability to act of the chairman of
the board, perform all duties of the chairman of the board and preside at all
meetings of stockholders and of the board of directors. The president shall
perform such other duties as may from time to time be assigned to him by the
board of directors or by the chairman of the board.
SECTION 5.07. The Secretary.--The secretary, or an assistant
-------------
secretary, shall attend all meetings of the stockholders and of the board of
directors and shall record the proceedings of the stockholders and of the
directors and of committees of the board in a book or books to be kept for that
purpose; shall see that notices are given and records and reports properly kept
and filed by the corporation as required by law; shall be the custodian of the
seal of the corporation and see that it is affixed to all documents to be
executed on behalf of the corporation under its seal; and, in general, shall
perform all duties incident to the office of secretary, and such other duties as
may from time to time be assigned by the board of directors or the chairman of
the board.
SECTION 5.08. The Treasurer.--The treasurer, or an assistant
-------------
treasurer, shall have or provide for the custody of the funds or other property
of the corporation; shall collect and receive or provide for the collection and
receipt of moneys earned by or in any manner due to or received by the
corporation; shall deposit all funds in his or her custody as treasurer in such
banks or other places of deposit as the board of directors may from time to time
designate; whenever so required by the board of directors, shall render an
account showing his or her transactions as treasurer and the financial condition
of the corporation; and, in general, shall discharge such other duties as may
from time to time be assigned by the board of directors or the chairman of the
board.
SECTION 5.09. Officers' Bonds.--No officer of the corporation need
---------------
provide a bond to guarantee the faithful discharge of the officer's duties
unless the board of directors shall by resolution so require a bond in which
event such officer shall give the corporation a bond (which shall be renewed if
and as required) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of office.
SECTION 5.10. Salaries.--The salaries of the officers and agents of
--------
the corporation elected by the board of directors shall be fixed from time to
time by the board of directors.
SECTION 5.11. Employment Agreements.--
---------------------
13
<PAGE>
(a) Except as to the election to positions specifically provided
for in the employment agreements between the corporation and Raymond W. Smith
and the corporation and Ivan G. Seidenberg (each an "Employment Agreement," and
collectively, the "Employment Agreements"), which are expressly contemplated by
Section 7.10(b) of the Agreement and Plan of Merger dated as of April 21, 1996,
as amended and restated prior to the Effective Time under such Merger Agreement,
between the corporation and NYNEX Corporation, and until January 1, 1999, (i)
the election of any other person to such positions, or (ii) the removal or
replacement of Messrs. Smith or Seidenberg from one or more of those positions,
shall require a three-quarters vote of the entire board of directors.
Thereafter, such vote as is provided by Section 4.10 of these Bylaws shall be
required.
(b) Any amendment to or modification of either of the Employment
Agreements or of this Section 5.11 shall require a three-quarters vote of the
entire board of directors.
ARTICLE VI
Certificates of Stock, Transfer, Etc.
SECTION 6.01. Form and Issuance.
-----------------
(a) Issuance.--The shares of the corporation shall be represented by
--------
certificates unless the board of directors shall by resolution provide that some
or all of any class or series of stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until the
certificate is surrendered to the corporation. Notwithstanding the adoption of
any resolution providing for uncertificated shares, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of directors, or the
president or vice president, and by the treasurer or an assistant treasurer, or
the secretary or an assistant secretary, representing the number of shares
registered in certificate form.
(b) Form and Records.--Stock certificates of the corporation shall be
----------------
in such form as approved by the board of directors. The stock record books and
the blank stock certificate books shall be kept by the secretary or by any
agency designated by the board of directors for that purpose. The stock
certificates of the corporation shall be numbered and registered in the stock
ledger and transfer books of the corporation as they are issued.
(c) Signatures.--Any of or all the signatures upon the stock
----------
certificates of the corporation may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer,
transfer agent or registrar, before the certificate is issued, it may be issued
with the same effect as if the signatory were such officer, transfer agent or
registrar at the date of its issue.
14
<PAGE>
SECTION 6.02. Transfer.--Transfers of shares shall be made on the
--------
share register or transfer books of the corporation upon surrender of the
certificate therefor, endorsed by the person named in the certificate or by an
attorney lawfully constituted in writing. No transfer shall be made which would
be inconsistent with the provisions of Article 8, Title 6 of the Delaware
Uniform Commercial Code-Investment Securities.
SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates.--The
-------------------------------------------------
board of directors may direct a new certificate of stock or uncertificated
shares to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or the legal representative of the owner,
to give the corporation a bond sufficient to indemnify against any claim that
may be made against the corporation on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate or
uncertificated shares.
SECTION 6.04. Record Holder of Shares.--The corporation shall be
-----------------------
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.
SECTION 6.05. Determination of Stockholders of Record.
---------------------------------------
(a) Meetings of Stockholders.--In order that the corporation may
------------------------
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the board of directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors, and which record
date shall not be more than 60 nor less than ten days before the date of such
meeting. If no record date is fixed by the board of directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting.
(b) Consent of Stockholders.--In order that the corporation may
-----------------------
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be more than ten
days after the date upon which the resolution
15
<PAGE>
fixing the record date is adopted by the board of directors. If no record date
has been fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by the GCL,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the board
of directors and prior action by the board of directors is required by the GCL,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the board of directors adopts the resolution taking such prior action.
(c) Dividends.--In order that the corporation may determine the
---------
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.
ARTICLE VII
General Provisions
SECTION 7.01. Dividends.--Subject to the restrictions contained in
---------
the GCL and any restrictions contained in the certificate of incorporation, the
board of directors may declare and pay dividends upon the shares of capital
stock of the corporation.
SECTION 7.02. Contracts.--Except as otherwise provided in these
---------
Bylaws, the board of directors may authorize any officer or officers including
the chairman and vice chairman of the board of directors, or any agent or
agents, to enter into any contract or to execute or deliver any instrument on
behalf of the corporation and such authority may be general or confined to
specific instances. Any officer so authorized may, unless the authorizing
resolution otherwise provides, delegate such authority to one or more
subordinate officers, employees or agents, and such delegation may provide for
further delegation.
SECTION 7.03. Corporate Seal.--The corporation shall have a corporate
--------------
seal, which shall have inscribed thereon the name of the corporation, the year
of its organization and the words "Corporate Seal, Delaware". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.
16
<PAGE>
SECTION 7.04. Checks, Notes, Etc.--All checks, notes and evidences of
-------------------
indebtedness of the corporation shall be signed by such person or persons as the
board of directors may from time to time designate.
SECTION 7.05. Corporate Records.
-----------------
(a) Examination by Stockholders.--Every stockholder shall, upon
---------------------------
written demand under oath stating the purpose thereof, have a right to examine,
in person or by agent or attorney, during the usual hours for business, for any
proper purpose, the stock ledger, list of stockholders, books or records of
account, and records of the proceedings of the stockholders and directors of the
corporation, and to make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a stockholder.
In every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be directed
to the corporation at its registered office in Delaware or at its principal
place of business. Where the stockholder seeks to inspect the books and records
of the corporation, other than its stock ledger or list of stockholders, the
stockholder shall first establish (1) that the stockholder has complied with the
provisions of this section respecting the form and manner of making demand for
inspection of such documents; and (2) that the inspection sought is for a proper
purpose. Where the stockholder seeks to inspect the stock ledger or list of
stockholders of the corporation and has complied with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents, the burden of proof shall be upon the corporation to establish that
the inspection sought is for an improper purpose.
(b) Examination by Directors.--Any director shall have the right to
------------------------
examine the corporation's stock ledger, a list of its stockholders and its other
books and records for a purpose reasonably related to the person's position as a
director.
SECTION 7.06. Amendment of Bylaws.--Except as otherwise provided
-------------------
herein, these Bylaws may be altered, amended or repealed or new Bylaws may be
adopted either (1) by vote of the stockholders at a duly organized annual or
special meeting of stockholders in accordance with the certificate of
incorporation, or (2) by vote of a majority of the entire board of directors at
any regular or special meeting of directors if such power is conferred upon the
board of directors by the certificate of incorporation.
17
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Bell Atlantic Corporation on Form S-3 (File No. 33-30642), Form S-3
(File No. 33-8451), Form S-8 (File No. 33-10377), Form S-8 (File No. 33-10378),
Form S-8 (File No. 33-58681), Form S-8 (File No. 33-58683), Form S-8 (File No.
333-00409), Form S-3 (File No. 33-36551), Form S-3 (File No. 33-49085), Form S-3
(File No. 33-62393), Form S-4 (File No. 333-11573), and Form S-8 filed on August
15, 1997, of our report dated February 7, 1997, which includes an explanatory
paragraph stating that NYNEX Corporation and its subsidiaries (the "Company")
changed its method of recognizing directory publishing revenues and production
expenses in 1996 and discontinued accounting for the operations of its telephone
subsidiaries in accordance with Statement of Financial Accounting Standards No.
71, "Accounting for the Effects of Certain Types of Regulation," in the second
quarter of 1995, on our audits of the consolidated financial statements and
consolidated financial statement schedule of the Company as of December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996,
which report is included in the Annual Report on Form 10-K of the Company for
the year ended December 31, 1996, which is incorporated by reference in this
Report on Form 8-K.
/s/ Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York
August 15, 1997
<PAGE>
EXHIBIT 99.1
NEWS RELEASE [BELL ATLANTIC LOGO APPEARS HERE]
CONTACT: Susan Kraus or Eric Rabe, 212-395-0500
FOR IMMEDIATE RELEASE
THE NEW BELL ATLANTIC OPENS FOR BUSINESS
-- COMPANY TO FOCUS ON CUSTOMERS, GROWTH, INNOVATION --
NEW YORK, Aug. 15, 1997 -- The new Bell Atlantic (NYSE:BEL) opened for
business today with a commitment to growth, innovation, superior customer care
and greater consumer choice in local and global telecommunications.
The merger of Bell Atlantic and NYNEX became effective late yesterday,
following approval by the Federal Communications Commission (FCC). The $25.6
billion merger brings together two companies with sustained double-digit
earnings growth, strong demand in their core businesses and bright prospects for
growth in new markets.
"Today marks the dawn of a dynamic company that has the market reach,
financial resources and customer focus to compete and win in the most exciting
industry in the world," said Bell Atlantic Chairman and CEO Raymond W. Smith.
"The new Bell Atlantic will better anticipate and respond to market needs
through product innovation and forward-thinking solutions. At the same time,
we will realize the cost efficiencies inherent in this merger and attain greater
overall growth in earnings and shareholder value than either company could have
achieved separately.
"Bell Atlantic has strengthened its position as a leader in the global
telecommunications marketplace. Our opportunities today range far beyond our
traditional regional borders. It will be my challenge as chairman and CEO --
and Ivan's when he takes my place -- to make the most of them."
-more-
<PAGE>
-2-
Ivan Seidenberg, the former NYNEX chairman who is now Bell Atlantic's vice
chairman, president and chief operating officer, said, "Now that the merger is
official, it's time to roll up our sleeves and begin delivering the benefits to
our customers and our investors. We will be a leader in the global marketplace
and we will remain firmly committed to the people in the communities we have
always served. We will always work to be our customers' first choice -- no
matter where they are -- for their communication and information needs."
Seidenberg will become chief executive officer of the new company by August
1998 and chairman of the board upon Smith's retirement at the end of 1998.
Smith and Seidenberg have scheduled a full day of activities on the first
day of the new Bell Atlantic, meeting with employees at various work locations
and unveiling the new Bell Atlantic logo at the company's world headquarters at
1095 Avenue of the Americas in midtown Manhattan. Other senior managers will
participate in celebrations with the company's more than 140,000 employees.
RELATIONSHIP WITH CUSTOMERS IS KEY TO COMPANY'S SUCCESS
With operations and investments in 20 countries as well as key markets in
the United States, the new Bell Atlantic is among the world's major providers of
wireline and wireless communications and information services.
Bell Atlantic subsidiaries serve 39 million telephone lines in 13 eastern
states, from Maine to Virginia, and the District of Columbia. This region
includes nearly one-quarter of the U.S. population and is by almost any measure
the world's richest communications and information marketplace. Located within
the region are Wall Street, the nation's capital, the nation's major media and
the headquarters of one-third of the Fortune 500 as well as hundreds of other
corporations, universities, research centers and other information-intensive
industries. Major cities in the region include New York City, Boston,
Philadelphia, Pittsburgh, Baltimore and Washington, D.C.
-more-
<PAGE>
-3-
GROWTH OPPORTUNITIES ABOUND
The local market for communications services is growing at an unprecedented
rate as residential and business customers require more access lines, advanced
network and wireless services and higher bandwidth for data transport.
"The new Bell Atlantic serves the world's largest, most sophisticated
communications market," said Smith, "and demand for advanced services across our
region will continue to fuel robust growth in our core business and new
markets." Smith noted that Bell Atlantic already has more ISDN (Integrated
Services Digital Network) lines in service than any other U.S. communications
company.
Seidenberg added, "Our combined market presence, advanced network and
highly skilled employees will help jump-start our entry into new markets in our
home territory, including long distance, data connectivity, Internet access and
video."
Building on a year of success in maintaining and improving service quality
while meeting unprecedented demand, Bell Atlantic will further intensify its
focus on customer care. The company expects to invest approximately $5 billion
in 1997 to maintain quality and add new capabilities to its U.S. wireline
network.
"In a competitive telecommunications marketplace, we must win our customers
every day," said Seidenberg. "We make more than 100 million customer contacts
each year, and each one is an opportunity to show the people we serve that we
will do the job for them."
Bell Atlantic will offer in-region long distance service as soon as
possible. The company is well positioned to apply for approval to offer this
service, as demonstrated by the commitments to local competition made in the
merging companies' July 19 filing with the FCC.
In-region long distance is a $20 billion opportunity for the combined
company, with 45 percent of all long distance calls made within the 13 states
and Washington, D.C., originating and terminating in its region. "We aim to
capture at least 25 percent of the long distance market in our region over the
next five years," Seidenberg added.
Seidenberg also noted that Bell Atlantic's domestic customers account for
approximately 35 percent of all U.S. international calls. "Because we serve the
Eastern Seaboard, we are extraordinarily well positioned to meet customers'
needs for global connectivity," he said.
-more-
<PAGE>
-4-
"The bottom line," Seidenberg said, "is that this merger means a more
competitive company -- and that's good news for our customers, employees,
shareowners and the communities we serve."
NEW BUSINESSES, GLOBAL OPPORTUNITIES
Bell Atlantic is also one of the world's largest investors in wireless
communications, international wireline telecommunications and information
services.
Bell Atlantic and NYNEX have jointly operated a wireless communications
company since July 1995, which today will begin operating as Bell Atlantic
Mobile. Smith noted, "The success of Bell Atlantic Mobile is an example of what
the newly merged company can accomplish with a unified strategy, single brand
name and more efficient operating structure."
Bell Atlantic Mobile and PrimeCo Personal Communications, Bell Atlantic's
PCS partnership, have wireless operations in 14 of the top 20 markets, covering
the East Coast and areas in the South, Southwest and Midwest, including Chicago.
Bell Atlantic also oversees some of the world's fastest-growing wireless
businesses, including partnerships in Mexico, Italy, the Czech and Slovak
republics, Greece and Indonesia.
Bell Atlantic also has stakes in successful international wireline
ventures, including Telecom Corporation of New Zealand, Cable & Wireless
Communications, TelecomAsia and FLAG, the world's longest undersea fiber optic
cable.
In addition, Bell Atlantic's Information Services Group is the world's
largest provider of directory information, publishing 600 Yellow Pages editions
and Big Yellow/SM/, the leading on-line shopping directory. Bell Atlantic also
has major initiatives in Internet solutions and electronic commerce.
-more-
<PAGE>
-5-
NEW SHARES ISSUED, NEW BOARD ELECTED
In accordance with the terms of the merger, NYNEX shareowners receive 0.768
of a share of Bell Atlantic common stock in exchange for each share of NYNEX
common stock currently owned and, pending board approval, the Bell Atlantic
quarterly dividend rate is expected to increase from $0.74 to $0.77 per share
with the next quarterly dividend in November. As a result, former NYNEX
shareowners' dividend payments will be equivalent to what they would have
received from the historic NYNEX quarterly dividend of $0.59 per share.
The new Board of Directors, elected yesterday, is composed of 11 former
directors or officers of NYNEX and 11 members of Bell Atlantic's pre-merger
board.
In addition to Smith, Seidenberg and 16 outside directors, board members
include:
. Lawrence T. Babbio, Jr., president and CEO - Network Group and
chairman - Global Wireless Group.
. James G. Cullen, president and CEO - Telecommunications Group.
. Frederic V. Salerno, senior executive vice president and chief
financial officer.
. Morrison DeS. Webb, executive vice president - External Affairs
and Corporate Communications.
A list of the outside directors of the corporation is attached.
Bell Atlantic currently has a program authorizing the repurchase of up to
$1 billion of its common stock during the two-year period ending Dec. 31, 1997.
Authorization remains under this program to repurchase up to approximately 10
million shares at the current price level. The new Bell Atlantic will follow
pooling-of-interest accounting rules in repurchasing shares of its common stock,
which means that the corporation plans to repurchase no more than approximately
35 million shares during the two years following the consummation of the merger.
- more -
<PAGE>
-6-
NOTE: This press release contains statements about expected future events
and financial results that are forward-looking and subject to risks and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Discussion of factors that may affect future results is
contained in our recent filings with the Securities and Exchange Commission.
# # #
NOTE: THIS RELEASE IS AVAILABLE ELECTRONICALLY AT (HTTP://WWW.BA.COM).
EDITORS:
. Photo opportunities at our work sites in New York and other events
scheduled today can be arranged by calling 212-395-0500.
. Smith and Seidenberg will unveil the new Bell Atlantic logo at 11 a.m. today
in front of the company's headquarters at 1095 Avenue of the Americas (at
42nd Street).
. A news conference with Smith and Seidenberg will be held in the lobby of the
building at 11:15 a.m. The dial-in number for the press conference is
800-821-1449.
. The news conference will be broadcast live on the Internet through Bell
Atlantic's Web site (http://www.bellatlantic.com/new). To access, viewers
will need a Netscape browser and a 28.8 Kbps. or faster modem. Viewers also
will need the plug-in RealPlayer 4.0, which can be downloaded from
(http://www.real.com) or by linking from Bell Atlantic's Web site.
. A video news release that includes footage from today's events and B-roll of
the merged companies' operations will be available via satellite feed from
1:00-1:15 p.m. New York City time. The coordinates are: Galaxy 4, Transponder
22, Audio 6.2/6.8.
# # #
<PAGE>
THE NEW BELL ATLANTIC
PROFILE
1996 Financial Data (unaudited pro forma)
- -----------------------------------------
. Total Assets.......................................... $53.3 billion
. Operating Revenues.................................... $29.2 billion
. EBITDA................................................ $11.4 billion
. Net Income............................................ $3.4 billion
. Earnings per Share.................................... $4.40
. Weighted Average Shares Outstanding................... 773.3 million
. Shareowners........................................... 1.3 million
. Debt Ratio............................................ 58.7%
. Domestic Network Capital Expenditures:
Wireline Network Facilities........................ $4.9 billion
Wireless Network Facilities........................ $935 million
. 1996 Fortune 500 Rank................................. 23rd
Statistical Data (as of 6/30/97)
- -------------------------------
. Employees............................................. 141,600
. States Served: Wireline............................... 13 (and D.C.)
. States Served: Wireless............................... 19 (and D.C.)
. Nations With Bell Atlantic Operations or Investments.. 21
. Domestic Access Lines................................. 39.0 million
. Domestic Wireless Customers*.......................... 5.0 million
. ISDN Lines In Service................................. 386,000
. Worldwide Access Lines*............................... 39.9 million
. Worldwide Wireless Customers*......................... 5.5 million
. Worldwide Wireless POPs*.............................. 173 million
. Worldwide Video Subscribers*.......................... 148,000
. Worldwide Directories Distributed..................... 80 million
. On-Line Directory Visits Per Month.................... 1.8 million
* includes proportionate share of partnerships and joint ventures
# # #
<PAGE>
OUTSIDE BOARD MEMBERS:
Richard L. Carrion
President and Chief Executive Officer
Banco Popular de Puerto Rico
Lodewijk J.R. de Vink
President and Chief Operating Officer
Warner-Lambert Company
James H. Gilliam, Jr.
Executive Vice President and General Counsel
Beneficial Corporation
Stanley P. Goldstein
Chairman of the Board and Chief Executive Officer
CVS Corporation
Helene L. Kaplan
Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Thomas H. Kean
President, Drew University
Former Governor of New Jersey
Elizabeth T. Kennan
Retired President
Mount Holyoke College
John F. Maypole
Managing Partner
Peach State Real Estate Holding Company
Joseph Neubauer
Chairman, President and Chief Executive Officer
ARAMARK Corporation
Thomas H. O'Brien
Chairman and Chief Executive Officer
PNC Bank Corporation
-more-
<PAGE>
-2-
Eckhard Pfeiffer
President and Chief Executive Officer
Compaq Computer Corporation
Hugh B. Price
President and Chief Executive Officer
National Urban League, Inc.
Rozanne L. Ridgway
Co-chair, The Atlantic Council of the United States
Former Assistant Secretary of State for Europe and Canada
Walter V. Shipley
Chairman of the Board and Chief Executive Officer
The Chase Manhattan Corporation
John R. Stafford
Chairman of the Board, President and Chief Executive Officer
American Home Products Corporation
Shirley Young
Vice President, China Strategic Development
General Motors Corporation
# # #
