<PAGE>
As filed with the Securities and Exchange Commission on August 15, 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. Employer Identification No.)
incorporation of organization)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
(Address of principal executive offices)
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
BELL ATLANTIC SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
(Full title of the plans)
P. Alan Bulliner, Esq.
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:
James W. McKenzie, Jr.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-4852
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,200,000 $75.03125 $90,037,500 $27,285.00
$.10 per share
=======================================================================================================================
</TABLE>
_______________
See footnotes on next page.
(1) This registration statement covers shares of Common Stock of Bell Atlantic
Corporation which may be offered or sold pursuant to (a) the NYNEX
Corporation Savings Plan for Salaried Employees, (b) the NYNEX Corporation
Savings and Security Plan (Non-Salaried Employees), (c) the Bell Atlantic
Savings Plan for Salaried Employees and (d) the Bell Atlantic Savings and
Security Plan (Non-Salaried Employees). In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein. Pursuant to Rule
457(h)(2), no separate registration fee is required with respect to the
interests in the plans. This registration statement also relates to an
indeterminate number of shares of Common Stock that may be issued upon
stock splits, stock dividends or similar transactions in accordance with
Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on August
13, 1997, as reported on the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price divided by 3,300.
================================================================================
<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, are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Registrant's annual report for the fiscal year ended December
31, 1996 (Form 10-K), Commission File No. 1-8606, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The Bell Atlantic Savings Plan for Salaried Employees and the Bell
Atlantic Savings and Security Plan (Non-Salaried Employees) Annual
Reports on Form 11-K for the fiscal year ended December 31, 1996.
(c) The Registrant's Quarterly Reports (Form 10-Q) for the quarterly
periods ended March 31, 1997 and June 30, 1997 filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(e) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4 (No. 333-11573), including all
amendments and reports updating such description.
All reports and other documents subsequently filed by the Registrant or
the Plans (defined below) pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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. The term "Plans" used herein means the NYNEX Corporation Savings Plan
for Salaried Employees, the NYNEX Corporation Savings and Security Plan (Non-
Salaried Employees), the Bell Atlantic Savings Plan for Salaried Employees and
the Bell Atlantic Savings and Security Plan (Non-Salaried Employees).
Experts
- -------
The consolidated financial statements and financial statement schedule
of Bell Atlantic Corporation and subsidiaries included in Bell Atlantic
Corporation's 1996 Annual Report on Form 10-K have been audited by Coopers &
Lybrand L.L.P., independent accountants, whose 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, is
incorporated herein by reference. These financial statements and financial
statement schedule are incorporated herein in reliance upon the report of
Coopers & Lybrand L.L.P.
The financial statements of the Bell Atlantic Savings Plan for Salaried
Employees as of December 31, 1996 and 1995 and the accompanying schedule of
investments as of December 31, 1996, included in the Annual Report on Form 11-K
filed as Exhibit 99a to Form 10-K of Bell Atlantic Corporation for the year
ended December 31, 1996 and the financial statements of the Bell Atlantic
Savings and Security Plan (Non-Salaried Employees) as of
II-1
<PAGE>
December 31, 1996 and 1995 and the accompanying schedule of investments as of
December 31, 1996, included in the Annual Report on Form 11-K filed as Exhibit
99b to Form 10-K of Bell Atlantic Corporation for the year ended December 31,
1996, have been audited by Coopers & Lybrand L.L.P., independent accountants,
whose reports are incorporated herein by reference. These financial statements
and accompanying schedules of investments are incorporated herein in reliance
upon the reports of Coopers & Lybrand L.L.P.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Bell Atlantic Common Stock to be issued in
connection with the Registration Statement will be passed upon by James R.
Young, Esq., Executive Vice President and General Counsel of Bell Atlantic. Mr.
Young beneficially owns 9,624 shares of Bell Atlantic Common Stock and has
options to purchase 323,277 shares.
Item 6. Indemnification of Directors and Officers.
Section 145 of the 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), judgements, 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 interest 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 Amended Bell Atlantic Charter makes mandatory the
indemnification expressly authorized under the DGCL, except that the Amended
Bell Atlantic Charter 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 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 Charter and
Bylaws and the charters 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
charters 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.
II-2
<PAGE>
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.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit(1)
- ------ -------
<S> <C>
5 Opinion of James R. Young, Esq., Executive Vice President and
General Counsel of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of James R. Young (Included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
- -----------------
(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and an Internal Revenue Service
("IRS") determination letter that the Plans are qualified under
Section 401 of the Internal Revenue Code of 1986, as amended, the
Registrant hereby undertakes to submit the Plans and any
amendments thereto to the IRS in a timely manner and will make all
changes required by the IRS in order to qualify the Plans.
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;
(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 Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-3
<PAGE>
(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 Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plans' respective annual
reports pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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
Securities Act of 1933 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.
II-4
<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 August 15, 1997.
BELL ATLANTIC CORPORATION
By: /s/ Mel Meskin
--------------------------------
Mel Meskin
Vice President - Comptroller
The Plans. Pursuant to the requirements of the Securities Act of 1933,
---------
the Bell Atlantic Corporate Employees' Benefits Committee 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 August 15, 1997.
NYNEX CORPORATION SAVINGS PLAN
FOR SALARIED EMPLOYEES
By: BELL ATLANTIC CORPORATE
EMPLOYEES' BENEFITS COMMITTEE
By: /s/ D. J. Sacco
-------------------------------
D.J. Sacco, Chairman
NYNEX CORPORATION SAVINGS AND SECURITY
PLAN (NON-SALARIED EMPLOYEES)
By: BELL ATLANTIC CORPORATE
EMPLOYEES' BENEFITS COMMITTEE
By: /s/ D. J. Sacco
-------------------------------
D.J. Sacco, Chairman
BELL ATLANTIC SAVINGS PLAN FOR
SALARIED EMPLOYEES
By: BELL ATLANTIC CORPORATE
EMPLOYEES' BENEFITS COMMITTEE
By: /s/ D. J. Sacco
-------------------------------
D.J. Sacco, Chairman
S-1
<PAGE>
BELL ATLANTIC SAVINGS AND SECURITY PLAN
(NON-SALARIED EMPLOYEES)
By: BELL ATLANTIC CORPORATE
EMPLOYEES' BENEFITS COMMITTEE
By: /s/ D. J. Sacco
-------------------------------
D.J. Sacco, Chairman
S-2
<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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director, President and Chief August 15,1997
- ------------------------------------- Executive Officer - Network
Lawrence T. Babbio, Jr. Group
* Director August 15, 1997
- -------------------------------------
Richard L. Carrion
* Director, President and Chief August 15, 1997
- ------------------------------------- Executive Officer-Telecom
James G. Cullen Group
Director August __, 1997
- -------------------------------------
Lodewijk J.R. de Vink
* Director August 15, 1997
- -------------------------------------
James H. Gilliam, Jr.
* Director August 15, 1997
- -------------------------------------
Stanley P. Goldstein
* Director August 15, 1997
- -------------------------------------
Helene L. Kaplan
* Director August 15, 1997
- -------------------------------------
Thomas H. Kean
* Director August 15, 1997
- -------------------------------------
Elizabeth T. Kennan
* Director August 15, 1997
- -------------------------------------
John F. Maypole
* Director August 15, 1997
- -------------------------------------
Joseph Neubauer
* Director August 15, 1997
- -------------------------------------
Thomas H. O'Brien
</TABLE>
S-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director August 15, 1997
- ------------------------------------
Eckhard Pfeiffer
* Director August 15, 1997
- ------------------------------------
Hugh B. Price
* Director August 15, 1997
- ------------------------------------
Rozanne L. Ridgway
* Director and Senior Executive August 15, 1997
- ------------------------------------ Vice President and Chief
Frederic V. Salerno Financial Officer/Strategy and
Business Development (principal
financial officer)
* Director, Vice Chairman, August 15, 1997
- ------------------------------------- President and Chief Operating
Ivan G. Seidenberg Officer
* Director August 15, 1997
- -------------------------------------
Walter V. Shipley
* Director, Chairman and Chief August 15, 1997
- ------------------------------------- Executive Officer (principal
Raymond W. Smith executive officer)
* Director August 15, 1997
- -------------------------------------
John R. Stafford
* Director, Executive Vice August 15, 1997
- ------------------------------------- President-External Affairs and
Morrison DeS. Webb Corporate Communications
* Director August 15, 1997
- -------------------------------------
Shirley Young
/s/ Mel Meskin Vice President-Comptroller August 15, 1997
- ------------------------------------- (controller)
Mel Meskin
*By: /s/ Mel Meskin August 15, 1997
--------------------------------------------
Mel Meskin
Attorney-in-fact
</TABLE>
S-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
-------------
<S> <C>
5 Opinion of James R. Young, Esq., Executive Vice President and General
Counsel of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of James R. Young (Included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5
---------
August 15, 1997
Bell Atlantic Corporation
1717 Arch Street
Philadelphia, Pennsylvania 19103
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 1,200,000
shares (the "Shares") of common stock, par value $.10 per share, of the Company,
which Shares may be issued from time to time pursuant to the NYNEX Corporation
Savings and Security Plan (Non-Salaried Employees), the NYNEX Corporation
Savings Plan for Salaried Employees, the Bell Atlantic Savings and Security Plan
(Non-Salaried Employees), and the Bell Atlantic Savings Plan for Salaried
Employees (collectively, the "Plans"), and registering an indeterminate amount
of participations in the Plans.
I or members of my staff have reviewed the Registration Statement, the
Company's certificate of incorporation and by-laws, 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 Shares have been duly authorized and, upon sale in
accordance with the Plans and the resolutions of the Board
of Directors of the Company relating to the adoption of the
Plans and the offering and sale of shares thereunder, will
be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement and to being
named under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
/s/ James R. Young
<PAGE>
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, relating to the registration of the
Common Stock for the NYNEX Corporation Savings and Security Plan (Non-Salaried
Employees), the NYNEX Corporation Savings Plan for Salaried Employees, the Bell
Atlantic Savings and Security Plan (Non-Salaried Employees), and the Bell
Atlantic Savings Plan for Salaried Employees, of our reports dated February 5,
1997, which include 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 statement 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, and of our report
dated April 10, 1997 on our audits of the financial statements of the Bell
Atlantic Savings Plan for Salaried Employees as of December 31, 1996 and 1995
and for the years then ended, and the accompanying schedule of investments as of
December 31, 1996, which report is included in the Annual Report on Form 11-K
filed as Exhibit 99a to Form 10-K of Bell Atlantic Corporation for the year
ended December 31, 1996, and of our report dated April 10, 1997 on our audits of
the financial statements of the Bell Atlantic Savings and Security Plan (Non-
Salaried Employees) as of December 31, 1996 and 1995 and for the years then
ended, and the accompanying schedule of investments as of December 31, 1996,
which report is included in the Annual Report on Form 11-K filed as Exhibit 99b
to 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.
2400 Eleven Penn Center
Philadelphia, PA 19103
August 15, 1997
<PAGE>
EXHIBIT 24
----------
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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 1997.
/s/ Lawrence T. Babbio, Jr.
-----------------------------------------
Lawrence T. Babbio, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 1st day of August, 1997.
/s/ Richard 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 1997.
/s/ James 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 1st day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 4th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 4th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 1st day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 31st day of July, 1997.
/s/ Elizabeth T. Kennan
-----------------------------------------
Elizabeth T. Kennan
<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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 31st day of July, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 31st day of July, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 8th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 31st day of July, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 1st day of August, 1997.
/s/ Ivan G. 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 4th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 1997.
/s/ Raymond W. Smith
-----------------------------------------
Raymond W. Smith
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8 with respect the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 15th day of August, 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 the NYNEX Corporation Savings
and Security Plan (Non-Salaried Employees), the NYNEX Corporation Savings Plan
for Salaried Employees, the Bell Atlantic Savings and Security Plan for Non-
Salaried Employees, and the Bell Atlantic Savings Plan for Salaried Employees;
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 31st day of July, 1997.
/s/ Shirley Young
-----------------------------------------
Shirley Young
