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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Bell Atlantic Corporation
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(Name of Registrant as Specified In Its Charter)
Bell Atlantic Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF BELL ATLANTIC APPEARS HERE]
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NOTICE OF 1997 ANNUAL MEETING
OF SHAREOWNERS
March 10, 1997
The 1997 Annual Meeting of Shareowners of Bell Atlantic Corporation (the
"Company") will be held at The Playhouse Theatre, DuPont Building, 10th &
Market Streets, Wilmington, Delaware, on Friday, May 2, 1997, at 2 p.m., for
the following purposes:
1. To elect directors for the ensuing year;
2. To ratify the appointment of independent accountants to audit the
Company's accounts for the year 1997;
3. To act upon such other matters, including shareowner proposals, as
may properly come before the meeting.
Holders of the Company's common stock of record at the close of business on
March 10, 1997 will be entitled to vote at the Annual Meeting or any
adjournment thereof. A list of such shareowners will be available for
inspection by shareowners of record during regular business hours at the
offices of Bell Atlantic - Delaware, Inc., 901 Tatnall Street, Wilmington,
Delaware, for ten days prior to the date of the Annual Meeting. Any shareowner
wishing to inspect the list should make an appointment to do so with the Vice
President - Corporate Secretary and Counsel, Bell Atlantic Corporation, 1717
Arch Street, 32nd Floor, Philadelphia, PA 19103.
The Playhouse Theatre is accessible to all shareowners. A sign language
interpreter will be provided if any shareowner so requests of the Vice
President - Corporate Secretary and Counsel by April 11, 1997.
By Order of the Board of Directors
P. Alan Bulliner
Vice President - Corporate Secretary and Counsel
PLEASE SIGN AND PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE,
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING. SHAREOWNERS WILL BE
ADMITTED TO THE ANNUAL MEETING UPON PRESENTATION OF PROOF OF OWNERSHIP. FOR
SHAREOWNERS WHO OWN STOCK HELD BY BANKS, BROKERS OR INVESTMENT PLANS,
EXAMPLES OF PROOF OF OWNERSHIP WOULD INCLUDE A 1997 BROKERAGE STATEMENT OR A
LETTER FROM THE BANK OR BROKER.
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PROXY STATEMENT
<TABLE>
<CAPTION>
CONTENTS PAGE
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<S> <C>
Voting Procedures 1
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Election of Directors 1
.Item A on Proxy Card
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Ratification of Independent Accountants 9
.Item B on Proxy Card
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Proposals of Shareowners 9
.Items C, D and E on Proxy Card
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Other Business 11
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Executive Compensation 12
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Submission of Shareowner Proposals and Director 21
Nominations for 1998 Annual Meeting
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Proxy Solicitation 21
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</TABLE>
.Items scheduled to be voted on at the Annual Meeting.
BELL ATLANTIC CORPORATION
1717 ARCH STREET, PHILADELPHIA, PA 19103
<PAGE>
VOTING PROCEDURES ______________________________________________________________
This proxy statement and the accompanying proxy card or proxy/voting
instruction card (either, the "proxy card") are being mailed beginning on or
about March 17, 1997, to holders of record of common stock, par value $1.00 per
share, of Bell Atlantic Corporation (the "Company" or "Bell Atlantic") in
connection with the solicitation of proxies by the Board of Directors for the
Company's 1997 Annual Meeting of Shareowners. The record date for the Annual
Meeting is the close of business on March 10, 1997. On that date, approximately
437,816,000 shares of common stock were outstanding, each of which is entitled
to one vote at the Annual Meeting.
When a proxy card is returned properly signed, the shares represented will be
voted in accordance with the shareowner's directions. If the proxy card is
signed and returned without directions, the shares will be voted as recommended
by the Board of Directors. A shareowner giving a proxy may revoke it at any
time before it is voted at the Annual Meeting, by written notice to the
Secretary, by submission of a proxy bearing a later date, or by casting a
ballot at the Annual Meeting.
Under the existing Bylaws of the Company, the holders of one-third of the
shares issued and outstanding and entitled to vote, present in person or
represented by proxy, constitute a quorum for the transaction of business. Upon
completion of a proposed merger between a subsidiary of the Company and NYNEX
Corporation (the "Merger"), the Bylaws of the Company will be amended and
restated to provide that the holders of a majority of the shares issued and
outstanding and entitled to vote, present in person or by proxy, will
constitute a quorum for the transaction of business. Accordingly, if, as
expected, the Merger is completed prior to May 2, 1997, the higher quorum
requirement will be applicable to the Annual Meeting.
Assuming a quorum is present, the 22 nominees for Director receiving the
highest number of votes will be elected if the Merger has been completed prior
to the Annual Meeting, and the 15 nominees for Director receiving the highest
number of votes will be elected if the Merger has not been completed prior to
the Annual Meeting, as described in more detail below. For Items B, C, D and E,
the affirmative vote of a majority of shares present in person or by proxy and
voting on a matter is necessary for approval. Shares represented by proxies
which are marked "abstain" for Items B, C, D and E on the proxy card and
proxies which are marked to deny discretionary authority on other matters will
not be included in the vote totals for those items and, therefore, will have no
effect on the vote. Where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not provided voting instructions
(commonly referred to as "broker non-votes"), those shares will not be included
in the vote totals.
If a shareowner is a participant in the Bell Atlantic Direct Invest Plan
("Direct Invest"), formerly known as the Dividend Reinvestment and Stock
Purchase Plan, the proxy card covers the number of full shares registered in
the name of the Company in the participant's Direct Invest account and will
serve as voting instructions for such shares. If a shareowner is a participant
in the Company's 1976 Employee Stock Ownership Plan ("1976 ESOP"), Savings Plan
for Salaried Employees, or Savings and Security Plan (Non-Salaried Employees),
the proxy card will similarly serve as voting instructions for the trustees of
those Plans if accounts are registered in the same name. Shares in Direct
Invest and the 1976 ESOP cannot be voted unless the proxy card is signed and
returned. If proxy cards representing shares in the two Savings Plans are not
returned, those shares will be voted in the same proportion as the shares for
which signed proxy cards are returned by other participants in those Plans.
ELECTION OF DIRECTORS __________________________________________________________
ITEM A ON PROXY CARD
Under the Merger agreement, upon completion of the Merger, which the Company
expects will occur prior to May 2, 1997, the Company's certificate of
incorporation and Bylaws will be amended and restated to provide that the Board
of Directors will consist of 22 members, 11 of whom initially will be
designated by the current Bell Atlantic Board and 11 of whom initially will be
designated by the Board of NYNEX Corporation ("NYNEX").
The Board of Directors has determined that: (i) if the Merger has been
completed prior to May 2, 1997, each of the following individuals is nominated
for election as a Director of the Company to serve until the 1998 Annual
Meeting of Shareowners, or until his or her successor has been duly elected and
qualified: Mr. Babbio, Mr. Carrion, Mr. Cullen, Mr. de Vink, Mr. Gilliam, Mr.
Goldstein, Ms. Kaplan, Mr. Kean, Ms. Kennan, Mr. Maypole, Mr. Neubauer, Mr.
O'Brien, Mr. Pfeiffer, Mr. Price, Mr. Reed, Ms. Ridgway, Mr. Salerno,
Mr. Seidenberg, Mr. Shipley, Mr. Smith, Mr. Stafford and Ms. Young
(collectively, the "Post-Merger Nominees"); and (ii) if the Merger has not been
completed prior to May 2, 1997, each of the following individuals, all of whom
are currently
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Directors of the Company, is nominated for election as a Director to serve
until the 1998 Annual Meeting of Shareowners, or until his or her successor has
been duly elected and qualified: Mr. Adams, Mr. Albertini, Mr. Babbio, Mr.
Bolger, Mr. Carlucci, Mr. Cullen, Mr. Gilliam, Mr. Kean, Mr. Maypole, Mr.
Neubauer, Mr. O'Brien, Mr. Pfeiffer, Ms. Ridgway, Mr. Smith and Ms. Young
(collectively, the "Pre-Merger Nominees").
If so authorized, the persons named in the accompanying proxy card intend to
vote for the re-election of the Post-Merger Nominees if the Merger has been
completed prior to May 2, 1997, or the Pre-Merger Nominees if the Merger has
not been completed prior to May 2, 1997.
If one or more of the nominees should become unavailable to serve at the time
of the Annual Meeting, the shares represented by proxy will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Board of Directors. If the Merger has been completed prior to May 2, 1997, any
substitute nominee or nominees will be designated by the Board in accordance
with the terms of the Merger agreement to ensure that there will be equal
numbers of nominees who are former Bell Atlantic Directors (or their designees)
and nominees who are former NYNEX Directors (or their designees). The Board
knows of no reason why any of the nominees will be unable to serve.
The following is a brief description of each nominee's principal occupation
and business experience, age and directorships held in other corporations. The
nominees' ownership of the Company's common stock is listed on page 18.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE SPECIFIED
INDIVIDUALS AS SET FORTH ABOVE.
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NOMINEES
[PHOTO OF WILLIAM W. ADAMS APPEARS HERE]
WILLIAM W. ADAMS, Retired Chairman of the Board, Armstrong
World Industries, Inc., since 1994; Chairman of the Board
(1993-1994); President and Chairman of the Board (1988-1993).
Director of IREX Corporation. Director of Bell Atlantic since
1993. Age 62.
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[PHOTO OF WILLIAM O. ALBERTINI APPEARS HERE]
WILLIAM O. ALBERTINI, Executive Vice President and Chief
Financial Officer, Bell Atlantic Corporation, since 1995; Vice
President and Chief Financial Officer (1991-1995). Director of
American Water Works Company, Inc.; Compass Capital Funds;
Grupo Iusacell, S.A. de C.V. Director of Bell Atlantic since
1995. Age 53.
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[PHOTO OF LAWRENCE T. BABBIO, JR., APPEARS HERE]
LAWRENCE T. BABBIO, JR., Vice Chairman, Bell Atlantic
Corporation, since 1995; Executive Vice President and Chief
Operating Officer (1994-1995); Chairman, Chief Executive
Officer and President, Bell Atlantic Enterprises International,
Inc. (1991-1994). Director of Compaq Computer Corporation;
Grupo Iusacell, S.A. de C.V. Director of Bell Atlantic since
1995. Age 52.
2
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[PHOTO OF THOMAS E. BOLGER APPEARS HERE]
THOMAS E. BOLGER, Chairman of the Executive Committee of the
Board of Directors, Bell Atlantic Corporation, since 1983;
Chairman of the Board (January-June 1989); Chairman of the
Board and Chief Executive Officer (1983-1988). Director of
Ashland, Inc. Director of Bell Atlantic since 1983. Age 69.
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[PHOTO OF FRANK C. CARLUCCI APPEARS HERE]
FRANK C. CARLUCCI, Chairman, The Carlyle Group (merchant
banking), since 1993; Vice Chairman (1989-1993). Secretary of
Defense, United States of America (1987-1989). Director of
Ashland, Inc.; BDM International, Inc.; General Dynamics
Corporation; Kaman Corporation; Neurogen Corporation; Northern
Telecom Ltd.; Pharmacia & Upjohn, Inc.; The Quaker Oats Co.;
SunResorts Ltd.; Texas Biotechnology Corporation; Westinghouse
Electric Corporation. Director of Bell Atlantic since 1989. Age
66.
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[PHOTO OF RICHARD L. CARRION APPEARS HERE]
RICHARD L. CARRION, Chairman of the Board, President and Chief
Executive Officer, BanPonce Corporation (bank holding company),
since 1990. Director of NYNEX since 1995; member of its Audit
Committee and Committee on Benefits. Age 44.
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[PHOTO OF JAMES G. CULLEN APPEARS HERE]
JAMES G. CULLEN, Vice Chairman, Bell Atlantic Corporation,
since 1995; President (1993-1995); President and Chief
Executive Officer, Bell Atlantic - New Jersey, Inc.
(1989-1993). Director of Johnson & Johnson; Prudential Life
Insurance Company. Director of Bell Atlantic since 1995. Age
54.
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[PHOTO OF LODEWIJK J.R. de VINK APPEARS HERE]
LODEWIJK J.R. de VINK, President and Chief Operating Officer,
Warner-Lambert Company (pharmaceutical and consumer health
products), since 1991. Director of Warner-Lambert Company.
Director of NYNEX since 1995; member of its Committee on
Benefits and Finance Committee. Age 52.
3
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[PHOTO OF JAMES H. GILLIAM, JR., APPEARS HERE]
JAMES H. GILLIAM, JR., Executive Vice President and General
Counsel, and Member of the Executive Committee, Beneficial
Corporation (financial services), since 1992. Director of
Beneficial Corporation; Beneficial National Bank; Delmarva
Power & Light. Trustee of Howard Hughes Medical Institute.
Director of Bell Atlantic since 1989. Age 51.
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[PHOTO OF STANLEY P. GOLDSTEIN APPEARS HERE]
STANLEY P. GOLDSTEIN, Chairman of the Board and Chief Executive
Officer, CVS Corporation, Inc. (retail drug stores), since
1987; President (1985-1993). Director of CVS Corporation, Inc.;
Footstar Incorporated; LNT Incorporated. Director of NYNEX
since 1990; member of its Audit Committee and Finance
Committee. Age 62.
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[PHOTO OF HELENE L. KAPLAN APPEARS HERE]
HELENE L. KAPLAN, Of Counsel to the law firm of Skadden, Arps,
Slate, Meagher & Flom, since 1990. Director of The Chase
Manhattan Corporation; The May Department Stores Company;
Metropolitan Life Insurance Company; Mobil Corporation.
Director of NYNEX since 1990; Chair of its Public
Responsibility Committee and member of its Committee on
Benefits. Age 63.
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[PHOTO OF THOMAS H. KEAN APPEARS HERE]
THOMAS H. KEAN, President, Drew University, since 1990.
Governor, State of New Jersey (1982-1990). Director of Amerada
Hess Corporation; ARAMARK Corporation; Beneficial Corporation;
Fiduciary Trust Company International; United Healthcare
Corporation. Chairman of Carnegie Corporation. Director of Bell
Atlantic since 1990. Age 61.
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[PHOTO OF ELIZABETH T. KENNAN APPEARS HERE]
ELIZABETH T. KENNAN, President Emeritus, Mount Holyoke College,
since 1995; President (1978-1995). Director of Kentucky Home
Mutual Life Insurance Company; Kentucky Home Life Insurance
Company; Northeast Utilities; Putnam Funds, Inc.; Talbots Inc.
Director of NYNEX since 1984; Chair of its Audit Committee and
member of its Nominating and Board Affairs Committee. Age 59.
4
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[PHOTO OF JOHN F. MAYPOLE APPEARS HERE]
JOHN F. MAYPOLE, Managing Partner, Peach State Real Estate
Holding Company, Corporate Director and Consultant, since 1984.
Director of Dan River Inc.; Massachusetts Mutual Life Insurance
Company. Director of Bell Atlantic since 1983. Age 57.
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[PHOTO OF JOSEPH NEUBAUER APPEARS HERE]
JOSEPH NEUBAUER, Chairman of the Board, President and Chief
Executive Officer, ARAMARK Corporation (services management),
since 1984. Director of ARAMARK Corporation; Federated
Department Stores; First Union Corporation. Director of Bell
Atlantic since 1995. Age 55.
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[PHOTO OF THOMAS H. O'BRIEN APPEARS HERE]
THOMAS H. O'BRIEN, Chairman and Chief Executive Officer, PNC
Bank Corp., since 1992; Chairman, President and Chief Executive
Officer (1988-1991). Director of PNC Bank Corp.; Hilb, Rogal
and Hamilton Company. Director of Bell Atlantic since 1987. Age
60.
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[PHOTO OF ECKHARD PFEIFFER APPEARS HERE]
ECKHARD PFEIFFER, President and Chief Executive Officer, Compaq
Computer Corporation, since 1991. Director of Compaq Computer
Corporation; General Motors Corporation. Director of Bell
Atlantic since 1996. Age 55.
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[PHOTO OF HUGH B. PRICE APPEARS HERE]
HUGH B. PRICE, President and Chief Executive Officer, National
Urban League, since 1994. Vice President of Rockefeller
Foundation (1988-1994). Director of Metropolitan Life Insurance
Company. Director of NYNEX since 1995; member of its Audit
Committee and Public Responsibility Committee. Age 55.
5
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[PHOTO OF DONALD B. REED APPEARS HERE]
DONALD B. REED, President and Group Executive - External
Affairs and Corporate Communications, NYNEX Corporation, since
1995; President and Chief Executive Officer, NYNEX - New
England (1993-1994); Executive Vice President and Chief
Operating Officer (1991-1993). Director of The Paul Revere
Corporation. Age 52.
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[PHOTO OF ROZANNE L. RIDGWAY APPEARS HERE]
ROZANNE L. RIDGWAY, Former Assistant Secretary of State for
Europe and Canada (1985-1989). Co-Chair, The Atlantic Council
of The United States (a private foreign policy institute)
(1993-1996); President (1989-1992). Director of The Boeing
Company; Citicorp and Citibank; Emerson Electric Company;
Minnesota Mining and Manufacturing Company; RJR Nabisco; Sara
Lee Corporation; Union Carbide Corp. Director of Bell Atlantic
since 1990. Age 61.
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[PHOTO OF FREDERIC V. SALERNO APPEARS HERE]
FREDERIC V. SALERNO, Vice Chairman - Chief Financial
Officer/Business Development, NYNEX Corporation, since 1994;
President of NYNEX Worldwide Services Group, Inc. (1991-1994);
President and Chief Executive Officer of New York Telephone
Company (1987-1991). Director of Avnet Inc.; The Bear Stearns
Companies Inc.; Orange and Rockland Utilities, Inc.; Viacom
Inc. Director of NYNEX since 1991; member of its Finance
Committee and Public Responsibility Committee. Age 53.
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[PHOTO OF IVAN G. SEIDENBERG APPEARS HERE]
IVAN G. SEIDENBERG, Chairman of the Board and Chief Executive
Officer, NYNEX Corporation, since 1995; President and Chief
Executive Officer (January-March 1995); Chief Operating Officer
(March-December 1994); Vice Chairman (1991-1995); Executive
Vice President and President of NYNEX Worldwide Information and
Cellular Services Group (1990-1991). Director of AlliedSignal
Inc.; American Home Products Corporation; CVS Corporation,
Inc.; Viacom Inc. Director of NYNEX since 1991; Chair of its
Executive Committee. Age 50.
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[PHOTO OF WALTER V. SHIPLEY APPEARS HERE]
WALTER V. SHIPLEY, Chairman of the Board and Chief Executive
Officer, The Chase Manhattan Corporation, since March 1996.
Chairman of the Board and Chief Executive Officer, Chemical
Banking Corporation (1994-March 1996); President (1992-1993).
Director of The Chase Manhattan Corporation; Champion
International Corporation; The Reader's Digest Association,
Inc. Director of NYNEX since 1983; Chair of its Finance
Committee and member of its Executive Committee and Nominating
and Board Affairs Committee. Age 61.
6
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[PHOTO OF RAYMOND W. SMITH APPEARS HERE]
RAYMOND W. SMITH, Chairman of the Board and Chief Executive
Officer, Bell Atlantic Corporation, since 1989. Director of
CoreStates Financial Corp; US Airways Group, Inc.; Westinghouse
Electric Corporation. Director of Bell Atlantic since 1985.
Age 59.
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[PHOTO OF JOHN R. STAFFORD APPEARS HERE]
JOHN R. STAFFORD, Chairman of the Board, President and Chief
Executive Officer, American Home Products Corporation
(pharmaceutical and health care products), since 1986 (did not
hold the additional title of President for the period 1990-
1993). Director of American Home Products Corporation;
AlliedSignal Inc.; The Chase Manhattan Corporation. Director of
NYNEX since 1989; Chair of its Committee on Benefits and member
of its Finance Committee. Age 59.
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[PHOTO OF SHIRLEY YOUNG APPEARS HERE]
SHIRLEY YOUNG, Vice President, China Strategic Development,
General Motors Corporation, since 1996; Vice President,
Consumer Market Development (1988-1996). Director of The Bombay
Company, Inc.; Harrah's Entertainment, Inc.; Consultant
Director of Dayton Hudson Corporation. Director of Bell
Atlantic since 1986. Age 61.
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MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held 11 meetings in 1996. The Board has established an
Executive Committee, an Audit Committee, a Human Resources Committee, a Finance
Committee, and a Committee on Directors.
The Executive Committee, which held one meeting in 1996, has the authority
during the intervals between meetings of the Board to exercise the powers of
the Board, except for certain powers reserved exclusively to the Board. Messrs.
Bolger (Chair), Maypole, O'Brien and Smith, Ms. Ridgway and Ms. Young are the
current members of the Committee.
The Audit Committee, which met five times in 1996, is responsible for
periodically reviewing the objectivity and results of audit programs of the
Company, recommending to the Board each year the firm of independent
accountants for appointment as auditors for the Company, meeting with the
independent auditors to consider the scope of their activities and findings,
meeting with appropriate officers of the Company to consider the Company's
internal audit program and findings, overseeing the Company's Integrity and
Ethics Compliance Program, and considering such other matters relating to the
effectiveness of the internal and external audits of the accounts of the
Company as the Committee may determine to be warranted. Messrs. Maypole
(Chair), Adams, Gilliam and Neubauer and Ms. Ridgway are the current members of
the Committee.
The Human Resources Committee, which met seven times in 1996, is responsible
for overseeing the management of human resources activities of the Company,
including the determination of compensation for senior management, the granting
of stock options to officers and employees, and the design of other tax-
qualified pension and saving plans for employees. Ms. Young (Chair), and
Messrs. Gilliam, Kean and Maypole are the current members of the Committee.
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The Finance Committee, which met three times in 1996, is responsible for
making recommendations to the Board concerning investment policy and methods of
financing the operations of the Company and its subsidiaries, overseeing
investments of the Company's employee benefit plans, and evaluating new
business and investment opportunities. Messrs. O'Brien (Chair), Bolger,
Carlucci, Kean and Maypole are the current members of the Committee.
The Committee on Directors, which met three times in 1996, is responsible for
proposing changes in the composition, size and organization of the Board of
Directors, including reviewing and recommending candidates for nomination to
the Board, and for reviewing and making recommendations regarding compensation
of Directors who are not employees of the Company ("Outside Directors"). The
Committee is authorized to consider nominees recommended by shareowners.
Shareowners who wish to propose director candidates for consideration by the
Committee may do so by writing to the Secretary, giving the candidate's name,
biographical data and qualifications. Ms. Ridgway (Chair), Ms. Young, and
Messrs. Adams, Kean and Pfeiffer are the current members of the Committee.
The Directors attended over 95 percent of their Board and assigned Committee
meetings in the aggregate in 1996.
COMPENSATION OF OUTSIDE DIRECTORS
All Outside Directors receive an annual retainer of $27,000 and a fee of
$1,250 for each Board and Committee meeting attended. Committee chairpersons
are paid an additional annual retainer of $5,000. Directors who are employees
receive no remuneration for serving as members of the Board or as members of
Committees of the Board.
Directors may elect to defer the receipt of all or a part of their fees and
retainers under the Bell Atlantic Deferred Compensation Plan for Outside
Directors ("Outside Directors' Deferral Plan"). Amounts so deferred may be
allocated to a cash deferral account, which earns interest, compounded monthly,
at a rate determined by reference to l0-year United States Treasury notes, or
to a stock deferral account, which is credited with share equivalents of
Company stock having a value equal to the amount deferred, and which accrues
additional shares of Company stock based on dividends paid, or they may divide
their deferred payments between the two accounts.
The Bell Atlantic Retirement Plan for Outside Directors ("Retirement Plan")
provides retirement benefits for certain Outside Directors. In order to be
eligible for a benefit, a Director must have served for an aggregate of five
years as an Outside Director on the Board of the Company or on the board of
directors of a subsidiary telephone company. The normal benefit is an annual
amount equal to ten percent of the annual Board retainer payable to a
participating Director at the date of retirement, multiplied by the Director's
aggregate years of service as an Outside Director up to a maximum of ten years.
A participating Director is eligible to receive a retirement benefit at the
later of age 65 or the date of retirement. Benefits beginning before age 65, or
deferred to age 70, are actuarially adjusted.
In November 1995, the Board voted to discontinue the Retirement Plan,
effective for Outside Directors initially elected to the Board after January 1,
1996. In January 1996, each Outside Director who was a participant in the
Retirement Plan was given a one-time election to forfeit all benefits accrued
under the Retirement Plan in exchange for a one-time, transitional grant of
stock options, and eligibility to receive an annual grant of options to
purchase 1,500 shares of Company stock as more fully described below.
Pursuant to the Bell Atlantic Stock Compensation Plan for Outside Directors
("Stock Compensation Plan for Outside Directors"), each Outside Director is
entitled to receive an annual grant of options to purchase 1,000 shares of
Company stock. Amendments to the Stock Compensation Plan for Outside Directors
were adopted by the Board in November 1995 in connection with the
discontinuation of the Retirement Plan, subject to shareowner approval, which
was received at the 1996 Annual Meeting. The amendments, effective in January
1996, provide for additional annual grants of options to purchase 1,500 shares
of Company stock to each Outside Director who does not participate in the
Retirement Plan.
Outside Directors are also furnished life insurance coverage and business-
related travel accident insurance. The total premiums paid by the Company for
such insurance coverage for all Outside Directors in 1996 were $3,482.
In 1989, the Board adopted the Bell Atlantic Corporation Directors'
Charitable Giving Program, pursuant to which the Company is obligated to
contribute an aggregate of $500,000 to one or more charitable organizations or
educational institutions designated by Directors who meet certain eligibility
requirements, upon the Director's death, either while serving on the Board or
after retirement from the Board. Designated donees are subject to Company
review. The Program was discontinued, effective for Directors initially elected
after 1992.
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RATIFICATION OF INDEPENDENT ACCOUNTANTS ________________________________________
ITEM B ON PROXY CARD
The Board of Directors, upon the recommendation of the Audit Committee, has
reappointed the firm of Coopers & Lybrand L.L.P., Certified Public Accountants,
as independent accountants to conduct an audit of the accounts of the Company
for the year 1997. If the appointment is not ratified by shareowners, the Audit
Committee may reconsider its recommendation. A representative of Coopers &
Lybrand L.L.P. is expected to be present at the Annual Meeting, will have an
opportunity to make a statement and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS FOR THE YEAR 1997.
PROPOSALS OF SHAREOWNERS _______________________________________________________
ITEM C ON PROXY CARD
Mrs. Evelyn Y. Davis, Watergate Office Building, Suite 215, 2600 Virginia
Avenue, N.W., Washington, DC 20037, who owns 120 shares of the Company's common
stock, has stated that she intends to submit the following proposal at the
Annual Meeting:
"RESOLVED: That the shareholders recommend that the Board take the necessary
steps that Bell Atlantic specifically identify by name and corporate title in
all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional compensation
bonuses and other cash payments were due them.
REASONS: In support of such proposed Resolution, it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized.
At present only a few of the most senior executive officers are so identified,
and not the many other senior executive officers who should contribute to the
ultimate success of the Corporation. Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management. Last year the owners of
43,059,493 shares, representing approximately 14.2% of shares voting, voted FOR
this proposal. If you AGREE, please mark your proxy FOR this proposal."
BOARD OF DIRECTORS' POSITION
The Board does not believe that adoption of the proposal would impart any
meaningful additional information to shareowners. The Board believes that the
disclosure requirements of the Securities and Exchange Commission ("SEC")
currently provide shareowners with sufficient information with respect to
compensation matters. In accordance with SEC rules, the Company provides
detailed information in its proxy statement regarding the compensation of its
most highly compensated executive officers, including the terms and conditions
of any contractual arrangements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ABOVE PROPOSAL.
ITEM D ON PROXY CARD
Mr. John J. Gilbert and Mrs. Margaret R. Gilbert, 29 East 64th Street, New
York, NY 10021-7043, who are co-trustees of family trusts holding 504 shares of
the Company's common stock and who own an additional 135 shares, and Mrs. Edith
Rudy and Mr. Edward Rudy, who own 343 shares of the Company's common stock,
have stated that they intend to submit the following proposal at the Annual
Meeting:
"RESOLVED: That the stockholders of Bell Atlantic Corporation, assembled in
annual meeting in person and by proxy, hereby request the Board of Directors to
take the steps necessary to provide for cumulative voting in the election of
directors, which means each stockholder shall be entitled to as many votes as
shall equal the number of shares he or she owns multiplied by the number of
directors to be elected, and he or she may cast all of such votes for a single
candidate, or any two or more of them as he or she may see fit.
REASONS: With the merger of NYNEX it is very important to have cumulative
voting representing the stock ownership. Complaints by pensioneers brought out
at the NYNEX special meeting about their holdings being properly utilized to
bring about representation on boards, so that their complaints are fairly taken
care of.
9
<PAGE>
A California law provides that all state pension holdings and state college
funds, invested in shares must be voted in favor of cumulative voting
proposals, showing increasing recognition of the importance of this democratic
means of electing directors.
The National Bank Act provides for cumulative voting. In many cases companies
get around it by forming holding companies without cumulative voting. Banking
authorities have the right to question the capability of directors to be on
banking boards. In many cases authorities come in after and say the director or
directors were not qualified. We were delighted to see the SEC has finally
taken action to prevent bad directors from being on boards of public companies.
The SEC should have hearings to prevent such persons becoming directors before
they harm investors.
Many successful corporations have cumulative voting. Example, Pennzoil
defeated Texaco in that famous case. Ingersoll-Rand also having cumulative
voting won two awards. FORTUNE magazine ranked it second in its industry as
"America's Most Admired Corporations" and the WALL STREET TRANSCRIPT noted "on
almost any criteria used to evaluate management, Ingersoll-Rand excels." In
1994 and 1995 they raised their dividend.
Lockheed-Martin, as well as VWR Corporation now have a provision that if
anyone has 40% of the shares cumulative voting applies, it applies at the
latter company.
In 1995 American Premier adopted cumulative voting. Alleghany Power System
tried to take away cumulative voting, as well as put in a stagger system, and
stockholders defeated it, showing stockholders are interested in their rights.
If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
BOARD OF DIRECTORS' POSITION
The Board of Directors firmly believes that the process by which shareowners
currently elect Directors, with each shareowner eligible to cast one vote per
share owned for a number of Directors up to the number to be elected, best
assures that the Directors will honor their duties to represent the interests
of all shareowners, and not just a particular group. Cumulative voting, which
the proponents recommend, would permit a minority of shareowners to pool their
voting power to attempt to elect a candidate who would advocate the faction's
special viewpoints, even when these viewpoints diverge from the interests of
the other shareowners. The resulting inability to exercise independent judgment
by one or more "special interest" Directors could adversely disrupt the Board's
sound analysis and timely conduct of affairs, to the detriment of the Company
and all shareowners.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ABOVE PROPOSAL.
ITEM E ON PROXY CARD
Mr. Robert S. Kopach, 4309 San Carlos Drive, Fairfax, VA 22030, who owns 900
shares of the Company's common stock, has stated that he intends to submit the
following proposal at the Annual Meeting:
"RESOLVED: I recommend that the current Short and Long Term Incentive Awards
for executive officers be abolished. The incentive award to be awarded would be
tied proportionally to the price of the stock at the end of the year. Example:
If the stock price is up 20% at the end of the year, then the incentive would
be 20% of salary.
REASONS:
1. Management is adequately compensated as illustrated in the cash
compensation table. Executive officers should only receive extra compensation
if the stock price is up -- that is the incentive. They are rewarded as are the
shareholders if the stock price is up.
2. Under the current Short Term Incentive Award, the executive officers are
being compensated from 50% to over 100% of their salary. The Company uses the
excuse this level of compensation is necessary to attract and keep quality
people. They argue that their package is in line with other companies in their
peer group. We want Bell Atlantic to be better than, not in line with others.
The Company needs to set an example by installing my proposed incentive plan
and becoming a leader in this reform.
3. There is no need for any Long Term Incentive Package. The yearly incentive
package tied to the price of stock would adequately compensate the executive.
How often do the officers want to get paid for the same job? Enough please!
10
<PAGE>
4. We need to bring some justice and equity back into the workplace. There is
too big a gap between what the executive officers make and the pay of the
average worker. This is an insult to the average worker. The pay an executive
officer makes in a few years far exceeds the average workers total lifetime or
career earnings. This gap in pay is undermining the work ethic of the average
worker and this will have an impact on the Company.
5. The executive officers and the board of directors have forgotten that they
work for the shareholders. They talk about shareholder value and keep
downsizing the Company. Let's start at the top. If you can't downsize your own
salary and incentives let's not go any further.
6. The executive officers with their big pay packages have put themselves so
high on a pedestal they don't hear and can't relate to the shareholders.
7. The media needs to educate the shareholders and public before proxy
materials coming out in order to win a battle such as this. It is their
responsibility to report the news and not worry about the loss of advertising
dollars or other reprisals from the Company.
8. The only reason management gets away with this abuse of power is that most
of the shareholders do not take the time to read the proxy materials.
Unfortunately, they are too trusting and vote according to the board's
recommendations.
9. Management needs to be held accountable. Based on my incentive plan
executive officers would be justly compensated if the stock performs well.
10. I could go on and on stating the injustices of the executive officers
compensation plan. My point has been made. It is just wrong.
11. A vote for this proposal will send a clear message to management. They
need to be more responsive to the shareholders. Let's make it right. Vote yes
for this proposal. Make management walk the talk."
BOARD OF DIRECTORS' POSITION
As explained in detail in the Report of the Human Resources Committee on
Executive Compensation, beginning on the following page, compensation of
executive officers is set at levels which are intended to be sufficiently
competitive with companies of similar size and complexity to permit the Company
to attract and retain the best possible individuals. The Company's compensation
plans are structured to provide incentives for executive officer performance
that results in continuing improvements in the Company's financial and
operational results and total return to shareowners over both the short term
and the long term. Since a significant portion of incentive compensation is in
the form of Company stock or stock options, the amount of value generated for
the Company's shareowners is a key factor -- but not the only factor -- in
determining the value ultimately realized by executive officers under the
plans. In addition to stock price, executive officer compensation is based on a
number of factors, including Company financial performance, customer
satisfaction and individual performance. The Human Resources Committee believes
that this combination of incentives for executive officer performance is in the
best interest of shareowners.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ABOVE PROPOSAL.
OTHER BUSINESS _________________________________________________________________
The Board knows of no other matters to be presented for shareowner action at
the meeting. If other matters are properly brought before the meeting, the
persons named in the accompanying proxy card intend to vote the shares
represented by them in accordance with their best judgment.
11
<PAGE>
EXECUTIVE COMPENSATION _________________________________________________________
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
This report is made by the Human Resources Committee of the Board (the
"HRC"), which is the committee charged with establishing and administering the
policies and plans which govern compensation for executive officers, including
those individuals listed in the compensation tables in this proxy statement. In
the case of the compensation of those executive officers who are also members
of the Board, the HRC makes recommendations which are subject to approval by
non-employee members of the Board.
PHILOSOPHY
Compensation of executive officers of the Company is set at levels which are
intended to be sufficiently competitive with companies of similar size and
complexity to permit the Company to attract and retain the best possible
individuals. The companies that are included in the comparative analysis of
compensation include not only the companies characterized as the "peer group"
on page 19 of this proxy statement, but also approximately 45 other companies
considered by independent consultants to be appropriate for comparison.
Each executive officer's compensation is based upon both individual and
Company performance. The compensation plans are structured to provide
incentives for executive officer performance that results in continuing
improvements in the Company's financial results, customer satisfaction, and
stock price over both the short term and the long term. The plans are also
designed to align the interests of the Company's executives and its shareowners
by providing for payment of a significant portion of incentive compensation in
the form of Company stock or stock options. Thus, the value generated for the
Company's shareowners is a key factor in determining the value ultimately
realized by executive officers under the plans.
COMPENSATION STRUCTURE
As may be seen from the Summary Compensation Table (the "Summary Table")
included on page 15, the compensation of executive officers in 1996 consisted
of three principal parts. As more fully described below, two of the three
components are at risk, meaning that the ultimate value of the total
compensation depends on factors which include company financial performance,
customer satisfaction, individual performance, and stock price. Two of the
three components are also partly or entirely tied to the performance of the
Company's stock. The third component, salary, once established, is not subject
to contingency and is paid in cash. The HRC regularly reviews each component of
executive compensation.
The HRC annually considers whether to adjust the stated salary midpoint for
each of the salary grades applicable to executive officers, usually adjusting
each salary grade by the same percentage. The HRC furthermore determines for
each salary grade, from time to time, an appropriate target short term
incentive bonus under the Company's Short Term Incentive Plan (the "STIP"),
derived as a percentage of the salary grade midpoint. The applicable percentage
increases from the lower end of the salary grade range up to the salary grade
assigned to the Chief Executive Officer.
In 1995, for the HRC's January 1996 decisions affecting compensation of
executive officers for 1996, the HRC's independent consultants conducted a
comprehensive review of the executive compensation program. That review was
conducted for the purpose of evaluating the compensation structure, including
such elements as salary grade midpoints, the percentage of midpoint which
determines the dollar value of the target short term incentive, the overall
amounts of annual cash compensation and total compensation, and the mix and
relative value of the various compensation components. In performing its
analysis, the HRC's consultant obtained and analyzed market-based compensation
data to determine the median compensation levels for ten companies in the
telecommunications industry and a broader sample of 40 additional companies,
primarily drawn from the high technology, entertainment and consumer products
industries. The 40 companies in those industries were chosen for their
comparability based on such factors as revenues and number of employees. A five
percent annual update factor was applied to the 1994 compensation data to
produce estimated 1995 levels.
The results of this analysis showed that, on average, Bell Atlantic's cash
compensation in 1995 represented 94 percent of the median for the overall
market of 50 companies, and Bell Atlantic's total compensation represented 95
percent of the median for that group.
In January 1996, based on the independent consultant's study described above,
the HRC approved a five percent year-over-year increase in the compensation
structure for 1996 and increased the target short term
12
<PAGE>
incentives (as a percentage of salary grade midpoint) for most salary grades,
in the range of five to fifteen percentage points.
At the same time, the HRC refined its determination of the appropriate long
term incentive compensation as a percentage of "cash compensation" (salary
grade midpoint plus target STIP award) for each salary grade. A market-based
comparison of long term compensation was performed, using the same analytic
techniques that had been used in 1994, but with updated 1995 data. As a result
of that analysis, the HRC determined that it was appropriate to adjust the
applicable percentages of cash compensation for each respective salary grade,
for purposes of determining the appropriate dollar values of long term
incentives. The HRC's adjustments ranged from a five percentage point reduction
to a 15 percentage point increase for various salary grades. As adjusted, the
applicable percentages increase from lower salary grades to higher salary
grades. The HRC then converted the computed dollar values for long term
incentives into a number of stock options, by salary grade, using the Black-
Scholes valuation method to determine the dollar value per option in January
1996.
As a result of the approach described above, a substantial portion of the
total compensation structure for executive officers is tied to stock
performance, and an even greater portion of total compensation is at risk.
COMPONENTS OF COMPENSATION
SALARY
Salaries shown in Column (c) of the Summary Table represent the non-
contingent portion of compensation for executive officers for 1996. Changes in
salary depend upon such factors as individual performance, the period of time
since the last change in the individual's salary or salary grade, whether the
individual's current salary is in the lower, middle or upper third of the range
for that grade, and the economic and business conditions affecting the Company
at the time.
BONUS
The amounts shown under "Bonus" in Column (d) of the Summary Table were
awarded to the named executive officers, 80 percent in cash and 20 percent in
deferred stock, for 1996 pursuant to the STIP. Under the STIP, the annual bonus
for each executive officer depends in part upon growth in Earnings Per Share
("EPS") over the prior year and in part on customer satisfaction indicators.
Furthermore, for executive officers of subsidiaries, the bonus also depends on
certain additional financial results and strategic accomplishments of one or
more subsidiaries.
At the beginning of 1996, the HRC established a set of customer satisfaction
indicators, based on measurements, at periodic intervals throughout the year,
of satisfaction of specified customer groups with different categories of
service, and a scale that permits particular levels of customer satisfaction to
be converted into bonus amounts for executive officers at each salary grade.
The HRC also establishes a scale that permits particular levels of EPS growth
to be converted into bonus amounts for executive officers at each salary grade.
During the year, the HRC may decide to exclude from the determination of the
applicable EPS growth the effects of such factors as changes in accounting
methods or items considered extraordinary, unusual, or infrequently occurring.
The HRC reviews the applicable EPS growth and potential adjustments at each of
its meetings and reports regularly to the Board on any adjustments.
For the majority of executive officers, the success of the Company and its
subsidiaries in achieving customer satisfaction had a 25 percent weighting when
determining an individual's short term incentive award for 1996, while
financial and/or other strategic objectives were generally weighted 75 percent.
The final outcome for the year, based on the EPS scale and customer
satisfaction levels, is used to determine the STIP for the Chief Executive
Officer, and is also used in determining amounts payable under the annual
profit sharing plan applicable to approximately 65 percent of the Company's
employees.
The preliminary amount of an executive officer's bonus, after taking account
of Company financial results and customer satisfaction levels, may range from
zero to a maximum amount determined by reference to the individual's salary
grade. In determining the final amounts of the STIP awards, the HRC may reduce
or increase the preliminary amount of the award for each executive officer
based upon individual performance, including an assessment of the officer's
success in meeting individual performance objectives and in demonstrating
attributes of leadership.
From time to time, the HRC may make a special award to an executive officer,
in addition to the STIP, for extraordinary achievement in furthering the
Company's strategic goals. Such awards are generally granted
13
<PAGE>
primarily in Company stock. On occasion, in connection with awards relating to
a Company investment in a business with publicly traded stock, the award may be
granted in the form of options to purchase shares of such company's stock.
STOCK OPTIONS
The long term incentive component of compensation arises from the Company's
grant of stock options under the Company's Stock Option Plan. Formerly, the
Company offered a second long term incentive known as Performance Shares, but
that plan was discontinued after the Performance Shares for the 1991-1993 grant
cycle were awarded in January 1996, based on stock performance from 1991-1995.
The HRC began the transition to the use of stock options as the sole component
of long term compensation in 1994, and accordingly increased substantially the
target value of annual stock option grants to be awarded at each salary grade
over the course of three grant years (1994-1996). Under the Stock Option Plan,
the HRC sets the number of options to be granted based on the recipient's
salary grade. All stock options under the Plan are granted at fair market
value, and therefore any value which ultimately accrues to executive officers
is based entirely on the Company's stock performance and bears a direct
relationship to value realized by the Company's shareowners.
STOCK OWNERSHIP GUIDELINES
In 1994, the HRC adopted stock ownership guidelines for certain key
executives. Under the guidelines, the Chief Executive Officer is expected to
have an ownership interest in Company stock having a value of at least four
times his or her annual salary. Other executives identified by the HRC are
expected to have an ownership interest in Company stock having a value of at
least three times his or her annual salary. Executives currently subject to the
guidelines are expected to reach the minimum recommended ownership levels by
October 1997. The HRC monitors compliance with the stock ownership guidelines
on an annual basis and performed its 1996 review in the fourth quarter.
1996 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The plans and policies discussed above were the basis for the 1996
compensation of Raymond W. Smith, the Company's Chairman and Chief Executive
Officer.
The annual salary shown for Mr. Smith for 1996 in Column (c) of the Summary
Table was in effect throughout 1996. Mr. Smith's STIP award for 1996 was
$1,200,000, out of a possible range of zero to $1,358,200 established for him.
In determining the award, the HRC compared (a) the Company's EPS growth from
1995 to 1996, after eliminating the financial consequences of certain
extraordinary, unusual or infrequent events, and (b) customer satisfaction
benchmarks established in January 1996, and increased Mr. Smith's preliminary
award by $72,700 for individual performance. As shown in the 1996 Option Table,
the HRC granted Mr. Smith a total of 230,194 stock options during 1996.
APPLICABLE TAX CODE PROVISION
The HRC has reviewed the potential consequences for the Company of Section
162(m) of the Internal Revenue Code, which imposes a limit on tax deductions
for annual compensation in excess of one million dollars paid to any of the
five most highly compensated executive officers. In 1994, shareowners approved
an amendment to the Stock Option Plan, the purpose of which was to qualify
amounts paid under that plan as "performance-based" compensation which may be
excluded from the compensation to be taken into account for purposes of the one
million dollar limit. In the HRC's opinion, the modifications to the STIP which
would be necessary to similarly qualify payments under the STIP would not be in
the Company's best interest. The limitation under Section 162(m) had a minimal
impact on the Company in 1996 (a net tax effect of approximately $500,000). It
is expected to have a minimal impact again in 1997.
Respectfully submitted,
Human Resources Committee
Shirley Young, Chair
James H. Gilliam, Jr.
Thomas H. Kean
John F. Maypole
14
<PAGE>
COMPENSATION TABLES
The following tables contain compensation data for the Chief Executive
Officer and the four other most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
- - -------------------------------------------------------------------------------------------------
<CAPTION>
Dollars in Thousands
Annual Long Term
Compensation Compensation
--------------- -------------------
(a) (b) (c) (d) (e) (g) (h) (i)
Name and Other Annual Options/ LTIP All Other
Principal Position Year Salary Bonus Compensation SARs (#) Payouts/1/ Compensation/2/
- - -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Raymond W. Smith 1996 $905.4 $1,200.0 230,194 -- $ 7.5
Chairman and Chief 1995 $842.4 $1,000.0 $71.9 158,030 $262.9 $ 7.5
Executive Officer 1994 $831.2 $ 778.7 948,180 $400.9 $ 6.0
James G. Cullen 1996 $555.4 $ 802.5 154,315 -- $ 7.5
Vice Chairman 1995 $446.7 $ 499.8 74,783 $ 58.4 $ 7.5
1994 $398.9 $ 369.3 356,400 $ 89.0 $ 7.2
Lawrence T. Babbio, Jr. 1996 $531.5 $ 802.5 150,209 -- $ 7.5
Vice Chairman 1995 $434.5 $ 499.8 74,415 $ 53.0 $ 7.5
1994 $310.0 $ 284.0 291,420 $ 80.9 $109.0
William O. Albertini 1996 $339.8 $ 297.2 50,261 -- $ 7.5
Executive Vice President 1995 $329.8 $ 294.8 45,274 $ 45.6 $ 7.5
and Chief Financial 1994 $293.4 $ 255.8 216,120 $ 69.6 $ 7.5
Officer
Stuart C. Johnson 1996 $324.3 $ 283.0 47,116 -- $ 7.5
Group President - Large 1995 $311.1 $ 274.8 36,020 $ 23.7 $ 6.8
Business and Information 1994 $299.1 $ 255.8 216,120 $ 36.2 $ 7.5
Services, Bell Atlantic
Network Services, Inc.
- - -------------------------------------------------------------------------------------------------
</TABLE>
/1/ The amounts shown represent the value of shares awarded under the
Performance Share Plan, which was discontinued after the awards shown for
1995.
/2/ The amounts shown for 1996 represent Company matching contributions to the
Savings Plan for Salaried Employees.
- - --------------------------------------------------------------------------------
15
<PAGE>
1996 OPTION/SAR GRANTS
<TABLE>
- - --------------------------------------------------------------------------------------------
<CAPTION>
Individual Grants
------------------------------------------------------
Number of Securities % of Total Exercise
Underlying Options/SARs or Base Grant Date
Options/SARs Granted to Price Expiration Value/3/
Name Granted (#) Employees ($/Share) Date ($000)
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Raymond W. Smith 230,194/1/ 4.31% $68.2500 1/2006 $1,901.4
======= ===== ========
James G. Cullen 145,525/1/ 2.72% $68.2500 1/2006 $1,202.0
757/2/ 0.01% $68.3125 1/1997 $ 6.3
1,900/2/ 0.04% $68.3125 1/1998 $ 15.7
5,453/2/ 0.10% $68.3125 1/2002 $ 45.0
680/2/ 0.01% $68.3125 1/2000 $ 5.6
------- ----- --------
154,315 2.88% $1,274.6
======= ===== ========
Lawrence T. Babbio, Jr. 145,525/1/ 2.72% $68.2500 1/2006 $1,202.0
158/2/ 0.00% $65.8750 1/1998 $ 1.3
3,233/2/ 0.06% $65.8750 1/2002 $ 26.7
308/2/ 0.01% $65.8750 1/1999 $ 2.5
985/2/ 0.02% $61.5000 1/2002 $ 8.1
------- ----- --------
150,209 2.81% $1,240.6
======= ===== ========
William O. Albertini 47,116/1/ 0.88% $68.2500 1/2006 $ 389.2
1,593/2/ 0.03% $62.7500 1/2005 $ 13.2
1,552/2/ 0.03% $64.3750 1/2003 $ 12.8
------- ----- --------
50,261 0.94% $ 415.2
======= ===== ========
Stuart C. Johnson 47,116/1/ 0.88% $68.2500 1/2006 $ 389.2
======= ===== ========
- - --------------------------------------------------------------------------------------------
</TABLE>
/1/ Half exercisable on first anniversary of grant date; remaining half
exercisable on second anniversary of grant date; eligible for reload
options.
/2/ Granted in connection with a stock-for-stock exercise; exercisable six
months from the date of grant; eligible for reload options.
/3/ Black-Scholes calculation making the following assumptions: 5-year historic
dividend yield; 5-year historic volatility; 10-year zero coupon bond rate as
risk-free rate of return; and all options exercised at end of term.
- - --------------------------------------------------------------------------------
1996 AGGREGATED OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUES
<TABLE>
- - ----------------------------------------------------------------------------------------------------------
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs at Year-End In-the-Money Options/
Shares Value (# of Shares) SARs at Year-End ($000)
Acquired on Realized ---------------------------- ----------------------------
Name Exercise (#) ($000) Exercisable Unexercisable/1/ Exercisable Unexercisable/1/
- - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Raymond W. Smith 0 $ 0 665,067 822,807 $8,674.7 $6,778.0
James G. Cullen 2,499 $263.3 262,736 368,275 $3,337.2 $2,547.7
Lawrence T. Babbio, Jr. 1,291 $129.9 222,238 327,663 $2,936.5 $2,083.2
William O. Albertini 736 $ 46.6 144,958 183,743 $1,728.3 $1,547.0
Stuart C. Johnson 0 $ 0 132,965 182,191 $1,705.5 $1,544.9
- - ----------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Certain options granted in 1994 are not exercisable until nine years from
grant date unless certain stock price hurdles are achieved.
- - --------------------------------------------------------------------------------
16
<PAGE>
BELL ATLANTIC PENSION PLANS
The Company and several of its subsidiaries maintain a noncontributory,
nonqualified pension plan known as the Bell Atlantic Senior Management
Retirement Income Plan (the "Senior Management Retirement Plan") under which
retirement benefits are payable to all executive officers and other senior
managers.
The following table sets out, for a participant who has sufficient age and
service to qualify for a retirement pension, the estimated annual target
pension payable as a single life annuity under the Senior Management Retirement
Plan for a participant age 60 or older, for various levels of final average pay
and years of service:
<TABLE>
<CAPTION>
---------------- ----------------------------------------------------
FINAL AVERAGE CREDITED YEARS OF SERVICE
PAY 15 20 25 30 35 OR MORE
---------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 75,000 $ 100,000 $ 118,750 $ 137,500 $ 150,000
500,000 150,000 200,000 237,500 275,000 300,000
750,000 225,000 300,000 356,250 412,500 450,000
1,000,000 300,000 400,000 475,000 550,000 600,000
1,250,000 375,000 500,000 593,750 687,500 750,000
1,500,000 450,000 600,000 712,500 825,000 900,000
1,750,000 525,000 700,000 831,250 962,500 1,050,000
2,000,000 600,000 800,000 950,000 1,100,000 1,200,000
2,250,000 675,000 900,000 1,068,750 1,237,500 1,350,000
2,500,000 750,000 1,000,000 1,187,500 1,375,000 1,500,000
<CAPTION>
---------------- ----------------------------------------------------
</TABLE>
Under the Senior Management Retirement Plan, a senior manager accrues a
target pension in an amount equal to a percentage of "final average pay." This
percentage factor increases with service, up to a maximum of 60 percentage
points for a senior manager with 35 or more years of service. For purposes of
calculating the target pension, "final average pay" means the average of a
senior manager's base salary plus the Short Term Incentive Plan award for the
highest five years of the final ten years of employment prior to retirement.
The Senior Management Retirement Plan applies an early retirement discount of
five percent for each year by which the date of retirement precedes age 60,
although the Human Resources Committee may waive any or all of the discount on
a case-by-case basis. The pension benefit payable under the Senior Management
Retirement Plan is not subject to reduction for Social Security benefits, but
is reduced dollar-for-dollar by the amount of the benefit paid from the trust
of the Bell Atlantic Cash Balance Plan, which is a qualified defined benefit
pension plan known prior to December 31, 1995 as the Bell Atlantic Management
Pension Plan (the "Qualified Pension Plan").
The years of credited service under the Senior Management Retirement Plan, as
of December 31, 1996, were: Mr. Smith, 37 years; Mr. Cullen, 32 years; Mr.
Babbio, 30 years; Mr. Albertini, 29 years; and Mr. Johnson, 4 years.
The Qualified Pension Plan is a noncontributory, qualified pension plan for
salaried employees, including executive officers of the Company who are
eligible to receive retirement benefits under the Senior Management Retirement
Plan. Under the Qualified Pension Plan, retirement is mandatory at age 65 for
certain executives, and retirement before age 65 can be elected if certain
conditions are met. Annual pensions under the Qualified Pension Plan, as
amended December 31, 1995, are computed using a cash balance methodology, which
provides for pay credits equal to four percent to seven percent (depending on
age and service) of the first $150,000 of salary per annum for 1996 and the
first $160,000 for 1997, and monthly interest credits on the account balance
(based on prevailing market yields on certain U.S. Treasury obligations).
Pension amounts under the Qualified Pension Plan are not subject to reduction
for Social Security benefits or other offset amounts. The Internal Revenue Code
places certain limitations on pensions which may be paid from the trusts of
federal income tax qualified plans, including the Qualified Pension Plan.
Pension amounts for executive officers which exceed such limitations will be
paid from Company assets under the Senior Management Retirement Plan.
Assuming that the current officers listed in the Summary Table continue in
their present positions at their current salaries until retirement at age 65,
their estimated annual pensions under the Qualified Pension Plan attributable
to such salaries would be: Mr. Smith, $186,658; Mr. Cullen, $186,287; Mr.
Babbio, $184,747; Mr. Albertini, $165,018; and Mr. Johnson, $25,761. These
annual pension amounts are included within the target pension benefit under the
Senior Management Retirement Plan (as described above) and are not in addition
to that target pension.
17
<PAGE>
OWNERSHIP OF BELL ATLANTIC COMMON STOCK
On January 31, 1997, the Outside Directors and executive officers of the
Company beneficially owned, in the aggregate, approximately 2,753,373 shares of
Bell Atlantic common stock (or less than one percent of the shares
outstanding), including 2,447,127 shares under options currently exercisable by
Outside Directors and executive officers. In addition, certain executive
officers have deferred receipt of 101,251 shares under the Bell Atlantic
Deferred Compensation Plan, and certain Outside Directors have deferred receipt
of 69,119 shares under the Outside Directors' Deferral Plan. Shares deferred
under those plans may not be voted or transferred. The following table sets
forth information as of January 31, 1997, regarding ownership of the Company's
common stock by the named executive officers, Outside Directors and other
nominees. Except as otherwise noted, each individual or his or her family
member(s) have sole or shared voting and/or investment power with respect to
such securities.
<TABLE>
- - ------------------------------------------------------------------------------------------
<CAPTION>
SHARES SHARES HELD SHARES BENEFICIALLY OWNED
BENEFICIALLY UNDER GIVING EFFECT TO
NAME OWNED/1/ DEFERRAL PLANS/2/ COMPLETION OF MERGER/3/ TOTAL
- - ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMED EXECUTIVE
OFFICERS:
Raymond W. Smith 878,785 44,477 -- 923,262
James G. Cullen 343,294 12,893 -- 356,187
Lawrence T. Babbio, Jr. 309,646 8,191 -- 317,837
William O. Albertini 178,795 5,334 506 184,635
Stuart C. Johnson 158,005 9,892 -- 167,897
OUTSIDE DIRECTORS AND
NOMINEES:
William W. Adams 2,218 7,921 -- 10,139
Thomas E. Bolger 82,133/4/ 4,027 -- 86,160
Frank C. Carlucci 3,149 7,318 -- 10,467
Richard L. Carrion -- -- 527 527
Lodewijk J.R. de Vink -- -- 589 589
James H. Gilliam, Jr. 2,244 3,016 -- 5,260
Stanley P. Goldstein -- -- 4,686 4,686
Helene L. Kaplan -- -- 4,960 4,960
Thomas H. Kean 3,394 1,343 -- 4,737
Elizabeth T. Kennan -- -- 4,098 4,098
John F. Maypole 28,394 9,118 -- 37,512
Joseph Neubauer 18,732 6,655 -- 25,387
Thomas H. O'Brien 17,594 10,062 -- 27,656
Eckhard Pfeiffer 2,500 768 -- 3,268
Hugh B. Price -- -- 368 368
Donald B. Reed -- -- 174,762/5/ 174,762
Rozanne L. Ridgway 13,117 5,348 -- 18,465
Frederic V. Salerno -- -- 357,815/5/ 357,815
Ivan G. Seidenberg -- -- 381,287/5/ 381,287
Walter V. Shipley -- -- 5,690 5,690
John R. Stafford -- -- 5,849 5,849
Shirley Young 2,552 13,543 -- 16,095
- - ------------------------------------------------------------------------------------------
</TABLE>
/1/ Includes shares subject to options that are exercisable or will become
exercisable by April 1, 1997, as follows: 780,164 for Mr. Smith, 324,623 for
Mr. Cullen, 294,331 for Mr. Babbio, 148,516 for Mr. Albertini, 156,523 for
Mr. Johnson, 2,000 for Mr. Adams, 2,000 for Mr. Bolger, 1,000 for Mr.
Carlucci, 2,000 for Mr. Gilliam, 2,000 for Mr. Kean, 26,000 for Mr. Maypole,
18,500 for Mr. Neubauer, 17,000 for Mr. O'Brien, 2,500 for Mr. Pfeiffer,
12,500 for Ms. Ridgway, and 2,000 for Ms. Young.
/2/ These shares may not be voted or transferred.
/3/ Share ownership reflects shares of Bell Atlantic common stock that these
individuals will have the right to receive when the Merger is completed and
their NYNEX shares are converted into Bell Atlantic common stock, and
includes, for Mr. Salerno, 9,505 shares which may not be voted or
transferred. Since such shares of Bell Atlantic common stock were not held
by these individuals on March 10, 1997, the record date for the Annual
Meeting, the holders of such shares will not be entitled to vote them at the
Annual Meeting.
/4/ Includes 14,806 shares held by Mr. Bolger's spouse as to which Mr. Bolger
disclaims beneficial ownership.
/5/ Includes shares that will be subject to exercisable options following the
Merger as a result of the conversion of NYNEX options into Bell Atlantic
options, as follows: 163,456 for Mr. Reed, 326,073 for Mr. Salerno, and
345,579 for Mr. Seidenberg.
- - --------------------------------------------------------------------------------
18
<PAGE>
STOCK PERFORMANCE
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG BELL ATLANTIC, OTHER RHCs, AND S&P 500
- - --------------------------------------------------------------------------------
Data Points At December 31,
in Dollars * 1991 1992 1993 1994 1995 1996
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bell Atlantic $100.0 112.3 136.0 120.1 169.5 171.7
- - --------------------------------------------------------------------------------
Other RHCs $100.0 111.7 128.6 126.0 197.1 192.5
- - --------------------------------------------------------------------------------
S&P 500 $100.0 107.6 118.4 120.0 164.9 202.8
- - --------------------------------------------------------------------------------
</TABLE>
*Assumes $100 invested on December 31, 1991
The Company's peer group is comprised of Ameritech Corporation, BellSouth
Corporation, NYNEX Corporation, SBC Communications Inc., and U S West, Inc.,
regional holding companies ("RHCs") which, like the Company, commenced
operations on January 1, 1984, following a court-approved divestiture of
certain assets of the Bell System. The seventh RHC, Pacific Telesis Group
("PacTel"), has been excluded from the peer group since the spin-off of its
cellular operations in May 1994. The Company believes that the spin-off
substantially changed the nature of PacTel's business and future prospects.
Data for U S West Communications common stock and U S West Media Group common
stock were combined for purposes of the total return calculation.
The following supplemental table presents a comparison of the Company's stock
performance with that of the S&P 500 since the Company commenced operations.
None of the elements of executive compensation reported above was determined on
the basis of this comparison.
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF BELL ATLANTIC AND S&P 500
FROM DIVESTITURE THROUGH DECEMBER 31, 1996
<S> <C>
Bell Atlantic 705%
S&P 500 588%
</TABLE>
19
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Mr. James G. Cullen, a Director and a Vice Chairman of the Company, reported
the exercise of four options under the Company's Stock Option Plan four days
late. The lateness of the filing was due to an oversight by the Company, which
took remedial action promptly upon its discovery.
EMPLOYMENT AGREEMENTS
In May 1995, the Company entered into employment agreements with each of Mr.
Babbio and Mr. Cullen in order to provide for an efficient transition upon any
change in the Chief Executive Officer of the Company. As described in the
Company's 1996 Proxy Statement, these agreements provided certain incentives
for the executive to remain employed by the Company for a "committed employment
period" ending on the earlier of July 1, 1998, or the second anniversary of the
election of a new Chief Executive Officer. In June 1996, the Company executed
amendments to the May 1995 employment agreements of each of Messrs. Babbio and
Cullen. Those amendments reaffirm the terms of the May 1995 agreements through
the closing of the Merger (the "Closing Date"), and provide an incentive in the
form of a bonus which is payable promptly after the Closing Date if the
executive then remains an employee in good standing. The amount of that
incentive is substantially equal to one times "Pay," where Pay means the sum of
the executive's annual salary plus his most recent short-term bonus award (or,
if greater, a bonus equal to 150 percent of the target award). If the Merger
agreement is terminated, the executives would each be entitled to a payment
substantially equal to 25 percent of Pay.
Furthermore, in June 1996, the Company and each of Messrs. Babbio and Cullen
entered into a new employment agreement (the "1996 Agreements") which will
supersede the amended May 1995 agreements if and when the closing of the Merger
occurs. The 1996 Agreements provide: (i) stated salary increases on the Closing
Date and on the first anniversary of the Closing Date; (ii) continuation of the
executive's salary grade; (iii) an opportunity to receive a cash incentive
equal to two times Pay for special efforts relating to integrating the two
businesses if the executive remains an employee in good standing on the first
anniversary of the Closing Date; (iv) an opportunity to earn a cash incentive
equal to one times Pay if the executive remains an employee in good standing on
the second anniversary of the Closing Date; and (v) two years of additional
service credit for purposes of the early retirement discount under the
Company's Senior Management Retirement Plan if the executive remains in service
through at least July 1, 1998. If the executive is terminated without cause, or
is constructively discharged, during the period ending two years after the
Closing Date, the Company will provide the pension service credit which would
otherwise have been earned, will afford the executive an opportunity to
exercise outstanding stock options as though the executive had been retained in
active employment through the second anniversary of the Closing Date, and will
pay the executive a series of cash payments representing the value of
compensation, incentives and benefits which the executive would have received
during the remaining term of the agreement. A substantial portion of such
payments is conditioned upon the executive refraining from competition with the
Company for 24 months following termination of employment.
In order to provide incentives related to the closing of the Merger and the
integration of the companies, the Company also entered into employment
agreements in June 1996 with Mr. Albertini and Mr. Johnson. Each agreement
provides incentives for the executive to remain employed through the Closing
Date and obligates the executive to comply with certain non-compete and non-
disclosure agreements. Each executive will be entitled to an incentive payment
substantially equal to one times Pay if the executive is an employee in good
standing on the Closing Date. If the Merger agreement is terminated, the
executive will be entitled to an incentive payment substantially equal to 25
percent of Pay. If the executive is terminated without cause prior to the
second anniversary of the Closing Date, the executive would be entitled to
receive the applicable incentive payment (if not previously received by him)
and would be entitled to receive the compensation which he would have been
entitled to receive had he remained employed through the second anniversary of
the Closing Date. If the executive remains in compliance with the non-compete
and non-disclosure covenants for 24 months following termination of employment,
the executive would also be entitled to post-separation payments in an
aggregate amount substantially equal to two times Pay. In addition, under those
circumstances, the executive would be entitled to exercise outstanding stock
options as though the executive had remained in active employment through the
second anniversary of the Closing Date.
The Company entered into the amendments to the May 1995 employment agreements
and the 1996 Agreements with Messrs. Cullen, Babbio, Albertini and Johnson in
order to provide incentives to these executive
20
<PAGE>
officers to remain with the Company during the period of uncertainty created by
the Merger and to assist the Company in completing the Merger and integrating
the operations of the Company and NYNEX after the Merger.
The Merger agreement provides that, at the closing of the Merger, Bell
Atlantic will enter into employment agreements with Mr. Smith and Mr.
Seidenberg. These agreements provide for the employment of Mr. Smith and Mr.
Seidenberg by the Company through December 1998 and July 2002, respectively,
with levels of base and incentive compensation, benefits and perquisites which
are each not less valuable than each executive's respective remuneration,
benefits and perquisites at the time the Merger is consummated. In addition,
the Company will provide life insurance benefits for Mr. Smith in an amount
comparable to the split-dollar life insurance coverage which NYNEX has
maintained for Mr. Seidenberg (and which, pursuant to his employment agreement,
Bell Atlantic will continue to maintain after closing). Each of the agreements
provides for various termination benefits in the event that the respective
executive is either terminated without cause, terminates on account of death or
disability, or the Board fails to appoint the executive to the position of
Chief Executive Officer or Chairman at the applicable respective times. If any
of such events occurs, the executive is entitled to receive post-separation
payments with a value equal to the compensation, benefits and other
remuneration which the executive would have received if the executive had held
the position(s) contemplated by the executive's agreement for the duration of
the term of the agreement.
Mr. Smith and Mr. Seidenberg are also expected to receive discretionary
bonuses at the time the Merger is closed, but the amounts of such bonuses, if
any, have not yet been determined by the Boards of Directors of Bell Atlantic
and NYNEX, respectively.
Mr. Reed and Mr. Salerno are parties to executive retention agreements with
NYNEX which provide for the payment of termination benefits in certain
circumstances.
SUBMISSION OF SHAREOWNER PROPOSALS AND DIRECTOR
NOMINATIONS FOR 1998 ANNUAL MEETING ____________________________________________
Shareowners who wish to submit a proposal for inclusion in the Board of
Directors' 1998 proxy statement are advised that such proposals must be
received by the Secretary no later than November 18, 1997. SEC rules set forth
standards as to what shareowner proposals are required to be included in a
proxy statement. In addition, the Company's Bylaws provide that any shareowner
wishing to make a nomination for director, or wishing to introduce a proposal
or other business, at the 1998 Annual Meeting must give the Company at least 60
days advance notice, and that notice must meet certain other requirements set
forth in the Bylaws. Shareowners may request a copy of the Bylaws from the
Corporate Secretary, Bell Atlantic Corporation, 1717 Arch Street, 32nd Floor,
Philadelphia, PA 19103.
PROXY SOLICITATION _____________________________________________________________
The Company will pay the entire cost of solicitation of proxies. Georgeson &
Co. Inc., New York, NY, has been retained by the Company to solicit proxies by
personal interview, mail, telephone and telegraph, and will request brokers,
banks and other custodians, nominees and fiduciaries to forward soliciting
material to beneficial owners of stock held of record by such persons. The
Company will pay Georgeson & Co. Inc. a fee of $15,000, and will reimburse
expenses incurred in connection with its services. Proxies also may be
solicited by the Company's Directors, officers and employees, and by The First
National Bank of Boston, the Company's transfer agent.
By Order of the Board of Directors
P. Alan Bulliner
Vice President - Corporate Secretary and Counsel
March 10, 1997
21
<PAGE>
BELL ATLANTIC CORPORATION
[PRINTED ON RECYCLED PAPER LOGO APPEARS HERE]
This document is printed on recycled paper which contains at least 10% post-
consumer waste.
<PAGE>
[LOGO OF BELL ATLANTIC APPEARS HERE]
- - --------------------------------------------------------------------------------
Dear Shareowner of Record:
Enclosed are Bell Atlantic's 1996 Annual Report, Notice of 1997 Annual
Meeting of Shareowners and Proxy Statement. The Annual Meeting will be held at
The Playhouse Theatre in Wilmington, Delaware, on May 2, 1997, at 2 p.m.
Directions to the meeting site are included on the reverse side of this letter.
If you plan to attend the meeting, please retain this letter after detaching
and mailing in your proxy card, and bring it to the meeting as proof of your
stock ownership. This letter will serve as your Admission Ticket to the meeting.
Securities and Exchange Commission rules permit us to send a single copy of
our Annual Report to Bell Atlantic shareowners residing in the same household,
provided that the shareowners who do not require an additional copy agree in
writing. If the 1996 Annual Report enclosed in this mailing is a duplicate copy
for your household, you can help us reduce expenses and preserve the environment
by marking the appropriate box on the proxy card below. If you mark that box, we
will not send future Annual Reports for this account unless you notify us to
resume mailings for this account.
Whether or not you plan to attend this meeting, your vote is important to us.
To be sure that your vote is counted, we urge you to complete and mail the proxy
card below in the accompanying postage-paid envelope as soon as possible.
Please send any other shareowner correspondence to us c/o Boston EquiServe,
P.O. Box 8038, Boston, MA 02266-8038, or call 1-800-631-2355.
Sincerely,
P. ALAN BULLINER
Vice President - Corporate Secretary and Counsel
March 10, 1997
---- Detach Proxy Card Here ----
- - --------------------------------------------------------------------------------
Please mark
[X] votes as in
this example.
- - --------------------------------------------------------------------------------
Directors recommend a vote "FOR":
- - --------------------------------------------------------------------------------
FOR WITHHOLD
A. Election of [_] [_]
All Directors
EXCEPTIONS:
[_] -------------------------------------
For all nominees except as noted above
To vote your shares for all Director nominees, mark the "FOR" box in Item A.
To withhold voting for all nominees, mark the "WITHHOLD" box. If you do not wish
your shares voted "FOR" a particular nominee, mark the "EXCEPTION" box and enter
the name(s) of the exception(s) in the space provided.
FOR AGAINST ABSTAIN
B. Ratification of [_] [_] [_]
Independent
Accountants
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Directors recommend a vote "AGAINST"
the shareholder proposals regarding:
- - --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
C. Additional [_] [_] [_]
Compensation
Information
D. Cumulative Voting [_] [_] [_]
E. Executive Incentive [_] [_] [_]
Compensation
- - --------------------------------------------------------------------------------
1. Indicate [_]
notations
on reverse side
2. Eliminate [_]
duplicate
Annual Reports
- - --------------------------------------------------------------------------------
Please sign exactly as name or names appear on this proxy. If stock is held
jointly, each holder should sign. If signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer, please give full title.
Signature(s)__________________________________________ Date ____________________
Signature(s)__________________________________________ Date ____________________
Please Sign This Proxy as Name(s) Appear Above.
- - --------------------------------------------------------------------------------
<PAGE>
ADMISSION TICKET
AND
DIRECTIONS TO THE 1997 ANNUAL MEETING
FRIDAY, MAY 2, 1997, AT 2 P.M.
THE PLAYHOUSE THEATRE
DUPONT BUILDING AT 10th & MARKET STREETS
WILMINGTON, DELAWARE
From Baltimore, the Delaware Memorial Bridge or
downstate Delaware:
Take I-95 North to Wilmington Exit 7 marked
"52 South, Delaware Avenue" and follow map.
From Commodore Barry Bridge (NJ) and
Philadelphia on I-95 South: [MAP APPEARS HERE]
Take I-95 South to Exit 7A marked "52 South,
Delaware Avenue" and follow map.
From Route 202:
Take Route 202 to intersection with I-95 South.
Follow I-95 South to Exit 7A marked "52 South,
Delaware Avenue" and follow map.
A limited number of parking spaces for shareowners have been reserved at the
Hotel du Pont CarPark on Orange Street between 11th and 12th Streets and
Colonial Parking on Orange Street between 12th and 13th Streets. Please allow
ample time to park, and please bring this ticket as proof of stock ownership in
order to gain admission to the Annual Meeting.
----- Detach Proxy Card Here -----
PROXY/VOTING INSTRUCTION CARD [LOGO OF BELL ATLANTIC APPEARS HERE]
- - --------------------------------------------------------------------------------
PROXY
This Proxy is Solicited by the Board of Directors for the Annual Meeting of
Shareowners, Friday, May 2, 1997, 2 p.m., Local Time, at The Playhouse Theatre,
10th & Market Streets, Wilmington, Delaware.
The undersigned hereby appoints L.T. Babbio, Jr., J.G. Cullen and R.W. Smith,
and each of them, proxies, with the powers the undersigned would possess if
personally present, and with full power of substitution, to vote all common
shares held of record by the undersigned in Bell Atlantic Corporation, upon all
subjects that may properly come before the meeting, including the matters
described in the Proxy Statement furnished herewith, subject to any directions
indicated on the reverse side of this card. IF NO DIRECTIONS ARE GIVEN, THE
PROXIES WILL VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR (I) IF THE
PROPOSED MERGER BETWEEN A SUBSIDIARY OF BELL ATLANTIC CORPORATION AND NYNEX
CORPORATION (THE "MERGER") HAS BEEN COMPLETED PRIOR TO MAY 2, 1997: L.T. BABBIO,
JR., R.L. CARRION, J.G. CULLEN, L.J.R. DE VINK, J.H. GILLIAM, JR., S.P.
GOLDSTEIN, H.L. KAPLAN, T.H. KEAN, E.T. KENNAN, J.F. MAYPOLE, J. NEUBAUER, T.H.
O'BRIEN, E. PFEIFFER, H.B. PRICE, D.B. REED, R.L. RIDGWAY, F.V. SALERNO, I.G.
SEIDENBERG, W.V. SHIPLEY, R.W. SMITH, J.R. STAFFORD, AND S. YOUNG, OR (II) IF
THE MERGER HAS NOT BEEN COMPLETED PRIOR TO MAY 2, 1997: W.W. ADAMS, W.O.
ALBERTINI, L.T. BABBIO, JR., T.E. BOLGER, F.C. CARLUCCI, J.G. CULLEN, J.H.
GILLIAM, JR., T.H. KEAN, J.F. MAYPOLE, J. NEUBAUER, T.H. O'BRIEN, E. PFEIFFER,
R.L. RIDGWAY, R.W. SMITH, AND S. YOUNG, AND IN ACCORD WITH THE DIRECTORS'
RECOMMENDATIONS ON THE OTHER SUBJECTS LISTED ON THE REVERSE SIDE OF THIS CARD
AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
This card also constitutes your voting instructions for shares held of record by
Bell Atlantic Corporation for your account in the Direct Invest Plan and, if
shares are held in the same name, shares held in the 1976 Bell Atlantic Employee
Stock Ownership Plan, Savings Plan for Salaried Employees, or Savings and
Security Plan (Non-Salaried Employees).
IF YOU DO NOT SIGN AND RETURN A PROXY, OR ATTEND THE MEETING AND VOTE BY BALLOT,
YOUR SHARES CANNOT BE VOTED, NOR YOUR INSTRUCTIONS FOLLOWED, EXCEPT THAT SHARES
IN THE SAVINGS PLANS WILL BE VOTED AS DESCRIBED ON PAGE 1 OF THE PROXY
STATEMENT.
Please sign on the reverse side and return this proxy in the enclosed envelope.
NOTATIONS:
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