BELL ATLANTIC CORP
8-K, 1997-12-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.     20549


Form 8-K



CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

 
Date of Report:                        December 22, 1997
 
Exact name of registrant
as specified in its charter:           BELL ATLANTIC CORPORATION
 
Commission File Number:                1-8606
 
State of Incorporation:                Delaware
 
I.R.S. Employer Identification No.:    23-2259884
 
Address of principal
executive offices:                     1095 Avenue of the Americas
                                       New York, New York
Zip Code                               10036
 
Registrant's telephone number,
including area code:                   (212) 395-2121

Former name or former address,
if changed since last report:          Not applicable
<PAGE>
 
Item 5.  Other Information
         -----------------

Attached as an exhibit is a press release issued by Bell Atlantic Corporation on
December 22, 1997 announcing plans to issue exchangeable notes for general
corporate purposes.



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<PAGE>
 
Item 7. Financial Statements and Exhibits
        ---------------------------------

(c)  Exhibits.

99       Press Release, dated December 22, 1997, issued by Bell Atlantic
         Corporation.



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<PAGE>
 
SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                              BELL ATLANTIC CORPORATION



                              By: /s/ Ellen C. Wolf
                                  -----------------------------
                                  Ellen C. Wolf
                                  Vice President - Treasurer


Date: December 22, 1997



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<PAGE>
 
                                                                      Exhibit 99


FOR IMMEDIATE RELEASE                 Contact:
December 22, 1997                     James Crosson
                                      212-395-2285
                                      [email protected]


                         Bell Atlantic Plans to Issue
                              Exchangeable Notes

NEW YORK -- Bell Atlantic (NYSE:BEL) announced today that it plans to issue
approximately $2.6 billion in exchangeable notes for general corporate purposes.
The notes will have a medium-term maturity of five to seven years and will be
exchangeable into shares of Telecom Corporation of New Zealand (TCNZ), with the
exchange price established at a premium to the TCNZ share price at the time of
the offering.

The notes will be non-callable for a period of at least three years, and will
not be exchangeable by investors for an initial period of 18 months. Upon
exchange by investors, Bell Atlantic will retain the option to settle in cash or
by delivery of shares.

Proceeds from the offering will be used to enhance Bell Atlantic's balance sheet
as the company pursues growth opportunities in its regional landline, global
wireless and international businesses.

Bell Atlantic owns 24.95 percent of TCNZ, or about 437.2 million ordinary
shares. It is anticipated that the amount of debt issued will be supported by
these current shareholdings.

The timetable for the issue may be subject to market activities and approvals of
parties other than Bell Atlantic. Bell Atlantic will coordinate its activities
with TCNZ management. 

Bell Atlantic has not yet determined whether to register the notes under the
Securities Act of 1933. The notes may not be offered or sold in the United
States without registration or an applicable exemption.




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The new Bell Atlantic - formed through the merger of Bell Atlantic and 
NYNEX - is at the forefront of the new communications, information and
entertainment industry. With 40 million telephone access lines and 5.8 million
wireless customers worldwide, Bell Atlantic companies are premier providers of
advanced wireline voice and data services, market leaders in wireless services
and the world's largest publishers of directory information. Bell Atlantic
companies are also among the world's largest investors in high-growth global
communications markets, with operations and investments in 21 countries.

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INTERNET USERS: Bell Atlantic news releases, executive speeches, news media
contacts and other useful information are available at Bell Atlantic's News
Center on the World Wide Web (http://www.ba.com). To receive news releases by 
e-mail, visit the News Center and register for personalized automatic delivery
of Bell Atlantic news releases.



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