[LOGO] Bell Atlantic
A Direct Stock Purchase and
Share Ownership Plan for
Bell Atlantic Common Stock
Bell Atlantic
Direct
Invest
o Purchase Bell Atlantic stock without a broker at low transaction
costs.
o Increase your ownership systematically by reinvesting dividends and by
making optional automatic monthly investments.
o Transfer shares easily or sell at low cost.
o Own and transfer your shares without holding certificates.
The Securities and Exchange Commission has not approved or disapproved
the common stock discussed in this prospectus, or passed upon the
adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Prospectus dated February 20, 1997, with new features beginning
March 10, 1997.
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A Summary of Important Plan Features
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- --> Any investor who wishes to make an initial purchase of Bell Atlantic
stock can do so by completing an Enrollment Form and sending a check
or money order to the Plan Agent, The First National Bank of Boston.
- --> If you are not already a registered Bell Atlantic shareowner, the
minimum initial investment is $1,000 (in U.S. dollars).
- --> You can purchase stock systematically by authorizing the Agent to
automatically deduct $50 or more from your bank account each month.
- --> Additional investments can be made at any time with as little as $50
by mailing a check to the Agent. The maximum annual investment is
$200,000.
- --> Your dividends (or a portion you choose) can be automatically
reinvested in Bell Atlantic stock.
- --> Each time you invest you will receive a statement that will show you
the status of your account. Each statement includes a form that
will help you make additional investments, sales, transfers or
withdrawals.
- --> If you already own shares of Bell Atlantic and have certificates for
them, you can deposit them in the Plan for safekeeping.
- --> You will pay modest fees and brokerage commissions when you buy or
sell shares through the Plan as described in full on pages 5 and 7.
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A Summary of Plan Benefits
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- --> You do not need to be a current Bell Atlantic shareowner, nor do you
need to have a broker, to participate. Enrolling in the Plan is
easy. Complete the Enrollment Form to become a first-time investor
in Bell Atlantic, or to create an additional investment account.
- --> You can start investing with a relatively small amount. This can
help you diversify your financial assets.
- --> The automatic monthly investment feature can help you add to your
investment each month - conveniently and in a very systematic way -
toward a financial goal that you decide on.
- --> The ability to invest by mail - whether as part of a formal
financial plan or simply when you have extra cash available - can
help you reach your investment goal that much faster.
- --> Your investment will continue to build through the automatic
reinvestment of your dividends.
- --> Keeping track of your account and making new transactions is easy.
All transactions can be handled by mail - and most can be
accomplished over the telephone.
- --> You won't have to worry about your Bell Atlantic stock certificates
being lost or stolen, or wonder where they are when you wish to
sell.
- --> Fees and brokerage commissions on purchases and sales made through
the Plan are designed to be considerably lower than the costs of
dealing through a brokerage account.
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Please read this booklet carefully. If you are a Bell Atlantic
shareowner now - or if you decide to become a shareowner - please keep
the booklet with your permanent investment records, since it contains
important information about the Plan.
Our transfer agent, and also the Agent for the Plan, is:
The First National Bank of Boston
Bell Atlantic Direct Invest
P.O. Box 8038
Boston, MA 02266-8038
1-800-631-2355
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Who Can Join
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o If you have at least two shares of Bell Atlantic stock registered in
your name, you are eligible to join the Plan.
o New investors who would like to become shareowners of record may also
join by making an initial investment of at least $1,000.
o Foreign citizens are eligible to participate as long as their
participation would not violate any laws in their home countries.
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Enrollment
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o If you are a Bell Atlantic shareowner of record already, fill out the
Enrollment Form and return it to the Agent.
o If you do not own Bell Atlantic stock, or if you wish to establish a
separate account (for example, a joint account with your spouse, or
as a custodian for a minor), fill out the Enrollment Form and return
it to the Agent. Enclose a check or money order, in U.S. dollars,
for a minimum investment of $1,000.
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o If you own shares of Bell Atlantic but they are held in the name of a
bank or broker (that is, in "street name"), ask to have your shares
registered in your name. At least ten shares need to be transferred
into your name before you become eligible to participate.
o Quarterly cash dividends on some or all of your shares are
automatically reinvested in Bell Atlantic shares.
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Costs to Purchase Shares
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o New Investors - If you are making a first-time purchase of Bell
Atlantic stock or establishing a new investment account, there is a
one-time enrollment fee of $5.00.
o Dividend Reinvestment - The fee for reinvesting each quarterly
dividend is 5% of the amount invested with a minimum fee of $1.00
and a maximum fee of $2.00. (In other words, if your quarterly
dividend is less than $20, the Agent's fee will be $1.00. If your
quarterly dividend is $25, the Agent's fee will be $1.25. If your
quarterly dividend is $40 or more, the Agent's fee is capped at
$2.00).
o Additional Investments - If you send a check to purchase additional
shares of Bell Atlantic through the Plan, the Agent will deduct a
processing fee of $2.50 per check.
o Automatic Monthly Deductions - If you sign up to make automatic
monthly deductions from your bank account, the fee will be only
$1.00 per investment.
o Brokerage Commissions - Purchase commissions of $.03 per share will be
deducted except when Bell Atlantic issues new shares.
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How Shares are Purchased and Priced
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o Reinvested Dividends - When the Agent purchases shares for dividend
reinvestment in the open market, purchases will begin four business
days prior to the dividend payment date and end five days after the
dividend payment date. The purchase price is the average price per
share during the ten-day period after deducting brokerage
commissions and the service fee.
o Initial and Supplemental Purchases - Monies received by Thursday are
invested the first business day of the following week. Your
purchase price will be the average price per share paid that week,
after the deduction of brokerage commissions and fees. If you sign
up to make automatic monthly purchases (by authorizing the Agent to
deduct $50 or more from your bank account monthly), your money will
be transferred on the 25th of each month.
o Plan Shares - Bell Atlantic may decide, from time to time, to issue
new shares of Bell Atlantic stock to the Agent instead of the Agent
making open market purchases. When new shares of Bell Atlantic are
issued, the purchase price will be the average of the high and low
prices (based on the New York Stock Exchange reports of consolidated
trading) on the investment date, after deducting the service fee.
No brokerage commissions will be charged to Plan participants for
newly issued shares.
Please note that you will not be able to instruct the Agent to purchase
shares at a specific time or at a specific price.
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Plan Statements
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Each time you purchase shares, whether by dividend reinvestment,
optional purchases or automatic purchases, the Agent will send you a
Plan statement showing the status of your account. Each statement
includes a form for additional purchases, sales or withdrawals.
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Sales
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You can sell some or all of the shares you have accumulated in the Plan
by calling the Agent at 1-800-631-2355 or by mailing the form attached
to your Plan Statement.
The Agent will sell shares weekly. The sales price per share will be
the average price per share received by the Agent for all sales made
that week for Plan participants. The cash proceeds that you will
receive for the shares you sell will be equal to this average weekly
sales price minus a $10.00 service charge per sale and the brokerage
commission (currently $.07 per share) on the shares sold.
Please note that the Agent is not able to accept instructions to sell on
a specific day or at a specific price.
If you prefer to have complete control over the exact timing and sales
prices, you can withdraw the shares you wish to sell and sell them
through a broker of your own choosing.
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IRA Accounts
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You may establish an Individual Retirement Account of Bell Atlantic
stock by investing $1,000 or more. This service costs a flat $35 per
year. You may obtain more information and an IRA enrollment form by
calling the Agent at 1-800-631-2355.
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Share Safekeeping
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Your stock certificates are valuable, and expensive to replace if lost
or stolen. This Plan offers you the convenience of depositing your
certificates for safekeeping.
To deposit certificates for shares of stock you already own into your
Plan account, send them to:
The First National Bank of Boston
Bell Atlantic Direct Invest
P.O. Box 8038
Boston, MA 02266-8038
We recommend that you use Registered Mail, insured for 2% of the market
value.
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Obtaining a Stock Certificate
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To obtain a stock certificate, call the Agent at 1-800-631-2355. This
service is free.
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Share Transfers
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To transfer some or all of your shares to another person, simply call
the Agent to request "Transfer Instructions." Transfer forms may also
be downloaded from the internet at http://www.bell-atl.com/invest. Once
your completed transfer instructions are received, your request will be
processed promptly by the Agent. This service is free.
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Termination
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If you wish to stop reinvesting your dividends, or to stop automatic
monthly investments, call the Agent at 1-800-631-2355 or use the form
attached to your Plan Statement. The Agent must receive your request at
least five business days before the day the dividend is paid or it will
not be processed until after the dividend is reinvested.
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Tax Consequences
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o All the dividends paid to you - whether or not they are reinvested -
are considered taxable income to you in the year they are received.
The total amount will be reported to you, and to the Internal
Revenue Service, shortly after the close of each year.
o All shares of stock that are sold through the Agent will also be
reported to the IRS as required by law. Any profit or loss you
incur should be reflected when you file your income tax returns.
Be sure to keep your statements of account for income tax purposes. If
you have questions about the tax basis of any transactions, please
consult your own tax advisor.
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Voting
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For any shareowner meeting you will receive a proxy that will cover all
the Bell Atlantic shares you hold, both in the Plan and in the form of
stock certificates. The proxy allows you to indicate how you want your
shares to be voted. We will vote your shares only as you indicate.
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Handling of Stock Splits and Other
Distributions That Might Arise
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If Bell Atlantic declares a stock split or stock dividend, we will
credit your account with the appropriate number of shares on the payment
date.
If Bell Atlantic decides to distribute shares in book-entry form (rather
than certificates), these shares will be added to your account under
this Plan. The Agent will serve as custodian of your shares. You will
be entitled to all the rights and privileges outlined in this booklet.
In the event of a stock subscription or other offering of rights to
shareowners, your rights will be based on your total registered holdings
(the shares held in the Plan plus any shares held by you). A single set
of materials will be distributed that will allow you to exercise your
total rights.
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Changes to the Plan
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We may add to or modify the Plan at any time. We will send you written
notice of any significant changes.
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Responsibilities of Bell Atlantic
and the Agent
---------------------------------
Neither Bell Atlantic nor the Agent, The First National Bank of Boston,
will be liable for any act, or for any failure to act, as long as they
have made good faith efforts to carry out the terms of the Plan, as
described in this Prospectus and on the forms that are designed to
accompany each investment or activity.
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Governing Law
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Delaware law governs the terms and conditions in this document, as well
as those that are described in detail on the Enrollment Form and account
statements.
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Use of Proceeds
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The proceeds, if any, from the sale by Bell Atlantic of newly issued or
treasury common shares offered will be used for general corporate
purposes. We are unable to estimate the aggregate amount of these
proceeds.
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Independent Accountants and Counsel
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The consolidated financial statements and consolidated financial
statement schedule of Bell Atlantic and its subsidiaries incorporated by
reference or included in Bell Atlantic's Annual Report on Form 10-K for
the year ended December 31, 1995, have been audited by Coopers & Lybrand
L.L.P., independent accountants, as set forth in their reports thereon
incorporated herein by reference (which reports include an explanatory
paragraph concerning Bell Atlantic's 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," and changes in its methods of accounting
for postemployment benefits and income taxes). Such consolidated
financial statements are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.
Mr. James R. Young, Vice President-General Counsel of Bell Atlantic, has
passed upon the legality of the securities being offered pursuant to the
Plan.
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Where You Can Find More Information
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We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (SEC).
You may read and copy any reports, proxy statements or other information
we file at the SEC's public reference room in
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Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. You may also access our
SEC filings at the SEC's Internet site (http://www.sec.gov).
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the SEC to register the stock offered under the Plan. As
allowed by SEC rules, this Prospectus does not contain all information
you can find in the Registration Statement or the exhibits to the
Registration Statement. The SEC allows us to "incorporate by reference"
information into this Prospectus, which means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is
considered to be part of this Prospectus and later information filed
with the SEC will update and supersede this information. We incorporate
by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed.
Annual Report on Form 10-K for the year ended 12/31/95.
Quarterly Reports on Form 10-Q for the quarters ended 3/31/96, 6/30/96
and 9/30/96.
Current Reports on Form 8-K filed on 1/23/96, 1/24/96, 4/18/96, 4/23/96,
7/3/96, 7/18/96, and 10/21/96.
You may request a copy of any documents that we incorporate by reference
at no cost by writing or telephoning us at the following address:
Bell Atlantic Corporation
Shareowner Services
1717 Arch Street, 31 W
Philadelphia, PA 19103
Telephone (215) 963-6333
You should rely only on the information contained or incorporated by
reference in this prospectus. We have authorized no one to provide you
with different information. You should not assume that the information
in the prospectus is accurate as of any date other than the date of this
prospectus (February 20, 1997).
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[LOGO] Bell Atlantic
o Ticker symbol (NYSE): BEL
o Internet site: http://www.bell-atl.com/invest/
o Plan Agent:
First National Bank of Boston
Telephone 1-800-631-2355
[LOGO] "Own Your Share of America" [LOGO] NAIC(r)
Low-cost
Investment Plan
Participant
