Original Electronically Transmitted to the Securities and Exchange
Commission on December 19, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BELL ATLANTIC CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-2259884
(State or other jurisdiction of (I.R.S. EmployerIdentification No.)
incorporation of organization)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
(Address of principal executive offices)
BELL ATLANTIC SUPPLEMENTAL RETIREMENT PLAN
(Full title of the plan)
Ellen C. Wolf
Vice President-Treasurer
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(Name and address of agent for service)
(212) 395-2121
(Telephone number, including area code, of agent for service)
Copy to:
P. Alan Bulliner, Esq.
Associate General Counsel and Corporate Secretary
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered offering aggregate fee(2)
price per offering
unit price (1)
Obligations $13,000,000 100% $13,000,000 $3,835
______________
(1)Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
of calculating the registration fee, based upon the maximum amount of
compensation which may be deferred under the Bell Atlantic Supplemental
Retirement Plan.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows:
Proposed maximum aggregate offering price multiplied by .000295.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by the Registrant with the
Securities and Exchange Commission (File No. 1-8606), are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The Registrant's Current Reports on Form 8-K dated April 17, 1997,
July 22, 1997, August 14, 1997 (as amended) and October 22, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Copies of the above documents (excluding exhibits) may be obtained
without charge upon written request directed to the Director -- External
Reporting, Bell Atlantic Corporation, 31st Floor, 1717 Arch Street,
Philadelphia, PA 19103 (Telephone Number 215-963-6360).
Experts
The consolidated balance sheets as of December 31, 1996 and 1995 and
the consolidated statements of operations, changes in shareowners'
investment, cash flows, and financial statement schedule for each of the
three years in the period ended December 31, 1996, incorporated by
reference, have been incorporated here in reliance on the report, which
includes an explanatory paragraph stating that Bell Atlantic Corporation
changed its method of accounting for directory publishing revenues and
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," effective August 1, 1994, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Obligations to be issued in connection with the
Registration Statement will be passed upon by P. Alan Bulliner, Esq.,
Associate General Counsel and Corporate Secretary of Bell Atlantic
Corporation. Mr. Bulliner beneficially owns 9,531 shares of Bell Atlantic
Corporation Common Stock and has options to purchase 42,601 shares.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL")
permits a corporation to indemnify any of its directors or officers 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 is or was a director or
officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or 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 action or proceeding, had no reason to
believe that such person's conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection
with the defense or settlement of an action or suit if they acted in good
faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable to the
corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the
defendant directors or officers are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Article 7 of the Bell Atlantic Corporation ("Bell Atlantic")
Certificate of Incorporation makes mandatory the indemnification expressly
authorized under the DGCL, except that the Certificate of Incorporation
only provides for indemnification in derivative actions, suits or
proceedings by a director or officer if the initiation of such action, suit
or proceeding was authorized by the Board of Directors.
Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan
of Merger dated as of April 21, 1996 by and between NYNEX Corporation
("NYNEX") and Bell Atlantic, Bell Atlantic has agreed for a period of six
years following the Effective Time to (a) cause NYNEX to maintain in effect
the provisions regarding indemnification of officers and directors
contained in the NYNEX Certificate of Incorporation and Bylaws and the
<PAGE>
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and
fiduciary liability insurance with respect to claims arising prior to the
Effective Time, and (c) indemnify, and cause NYNEX to indemnify, the
directors and officers of Bell Atlantic and NYNEX respectively, to the
fullest extent permitted under their respective certificates of
incorporation and bylaws and applicable law. In addition, Bell Atlantic has
agreed to unconditionally and irrevocably guarantee for the benefit of such
directors, officers and employees the obligations of NYNEX under its
indemnification arrangements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel
and Corporate Secretary of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York on
December 19, 1997.
BELL ATLANTIC CORPORATION
By: /s/ M. Meskin
Mel Meskin
Vice President - Comptroller
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Director, President and Chief December 17, 1997
Lawrence T. Babbio, Jr. Executive Officer - Network
Group
* Director December 17, 1997
Richard L. Carrion
* Director, President and Chief December 17, 1997
James G. Cullen Executive Officer-Telecom Group
* Director December 17, 1997
Lodewijk J.R. de Vink
* Director December 18, 1997
James H. Gilliam, Jr.
* Director December 18, 1997
Stanley P. Goldstein
* Director December 19, 1997
Helene L. Kaplan
* Director December 18, 1997
Thomas H. Kean
Director December , 1997
Elizabeth T. Kennan
* Director December 17, 1997
John F. Maypole
* Director December 18, 1997
Joseph Neubauer
* Director December 17, 1997
Thomas H. O'Brien
* Director December 17, 1997
Eckhard Pfeiffer
* Director December 17, 1997
Hugh B. Price
<PAGE>
Signature Title Date
* Director December 17, 1997
Rozanne L. Ridgway
* Director and Senior Executive December 19, 1997
Frederic V. Salerno Vice President and Chief
Financial Officer/Strategy and
Business Development (principal
financial officer)
* Director, Vice Chairman, December 17, 1997
Ivan G. Seidenberg President and Chief Operating
Officer
* Director December 17, 1997
Walter V. Shipley
* Director, Chairman and Chief December 18, 1997
Raymond W. Smith Executive Officer (principal
executive officer)
* Director December 17, 1997
John R. Stafford
* Director, Executive Vice December 17, 1997
Morrison DeS. Webb President-External Affairs and
Corporate Communications
* Director December 17, 1997
Shirley Young
/s/ M. Meskin Vice President-Comptroller
Mel Meskin (controller) December 19, 1997
*By: /s/ M. Meskin
Mel Meskin
Attorney-in-fact
<PAGE>
Exhibit Index
5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel and
Corporate Secretary of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
December 19, 1997
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, New York 10036
Re: Bell Atlantic Corporation Registration Statement
on Form S-8 under the Securities Act of 1933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form
S-8 (the "Registration Statement") which Bell Atlantic
Corporation, a Delaware corporation (the "Company") , is filing
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, registering $13,000,000 of the
obligations (the "Obligations") of the Company under the Bell
Atlantic Supplemental Retirement Plan (the "Plan").
I or members of my staff have reviewed the Registration
Statement, the Company's Certificate of Incorporation and Bylaws,
resolutions adopted by the Board of Directors of the Company, and
such other documents and records as deemed appropriate for the
purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly
incorporated, validly existing and in good
standing under the laws of the State of Delaware.
2. The Obligations have been duly
authorized by all necessary corporate action and,
upon issuance thereof in accordance with the
terms of the Plan, will be valid and binding
obligations of the Company.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement and to being named under the heading
"Interests of Named Experts and Counsel" in the Registration
Statement.
Very truly yours,
/s/ P. Alan Bulliner
P. Alan Bulliner
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Bell Atlantic Corporation on this Form S-8 of our report dated February
5, 1997, which includes an explanatory paragraph stating that Bell Atlantic
Corporation changed its method of accounting for directory publishing
revenues and 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," effective August 1, 1994, on our audits of
the consolidated financial statements and financial statements schedule of
Bell Atlantic Corporation and its subsidiaries as of December 31, 1996 and
December 31, 1995, and for each of the three years in the period ended
December 31, 1996, which reports are incorporated by reference or included
in the Annual Report on Form 10-K of Bell Atlantic Corporation for the year
ended December 31, 1996. We also consent to the reference to our firm
under the caption "Experts" in this Registration Statement.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
December 19, 1997
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/Lawrence Babbio, Jr.
Lawrence T. Babbio, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ R. L. Carrion
Richard L. Carrion
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ J G Cullen
James G. Cullen
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ J. R. de Vink
Lodewijk J.R. de Vink
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 18th day of December, 1997.
/s/ James H. Gilliam, Jr.
James H. Gilliam, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 18th day of December, 1997.
/s/ Stanley P. Goldstein
Stanley P. Goldstein
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 19th day of December, 1997.
/s/Helene L. Kaplan
Helene L. Kaplan
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 18th day of December, 1997.
/s/ Thomas H. Kean
Thomas H. Kean
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ John F. Maypole
John F. Maypole
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 18th day of December, 1997.
/s/ Joseph Neubauer
Joseph Neubauer
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Thomas H. O'Brien
Thomas H. O'Brien
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Eckhard Pfeiffer
Eckhard Pfeiffer
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Hugh B. Price
Hugh B. Price
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Rozanne L. Ridgway
Rozanne L. Ridgway
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 19th day of December, 1997.
/s/ Frederic V. Salerno
Frederic V. Salerno
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Ivan Seidenberg
Ivan G. Seidenberg
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Walter V. Shipley
Walter V. Shipley
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 18th day of December, 1997.
/s/ Ray Smith
Raymond W. Smith
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ John R. Stafford
John R. Stafford
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Morrison DeS. Webb
Morrison DeS. Webb
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Deferred Compensation Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Raymond W. Smith
as attorney for the undersigned for the purpose of executing
and filing such registration statement and any amendment or
amendments or other necessary documents, hereby giving to
each said attorney full authority to perform all acts
necessary thereto as fully as the undersigned could do if
personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 17th day of December, 1997.
/s/ Shirley Young
Shirley Young
