Original Electronically Transmitted to the Securities and Exchange
Commission on October 30, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BELL ATLANTIC CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-2259884
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
(Address of principal executive offices)
BELL ATLANTIC OPTIONS PLUS PLAN
(Full title of the plan)
Ellen C. Wolf
Vice President-Treasurer
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(Name and address of agent for service)
(212) 395-2121
(Telephone number, including area code, of agent for service)
Copy to:
P. Alan Bulliner, Esq.
Associate General Counsel and Corporate Secretary
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered (1) offering aggregate fee(3)
(1) price per offering
share price (2)
Common Stock, 650,000 $50.4063 $32,764,095.00 $9,108.42
par value
$.10 per
share
______________
(1)This registration statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2)Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose
of calculating the registration fee, based upon the average of the
reported high and low sales price for a share of Common Stock on
October 23, 1998, as reported on the New York Stock Exchange.
(3)Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum offering price multiplied by .000278.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by the Registrant with the
Securities and Exchange Commission (File No. 1-8606), are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Registrant's Annual Reports on Form 10-K and Form 10-K/A for
the fiscal year ended December 31, 1997.
(b) The Registrant's Quarterly Reports on Form 10-Q and Form 10-Q/A
for the quarter ended March 31, 1998 and Form 10-Q for the quarter
ended June 30, 1998.
(c) The Registrant's Current Reports on Form 8-K dated January 21,
1998, March 13, 1998, April 23, 1998, May 1, 1998, July 23, 1998, July
27, 1998, August 3, 1998, October 13, 1998, October 21, 1998 and
October 28, 1998.
(d) The description of the Registrant's Common Stock contained in the
registration statement on Form 10 filed under Section 12 of the
Securities Exchange Act, and any amendments or reports filed for the
purpose of updating that description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Copies of the above documents (excluding exhibits) may be obtained
without charge upon written request directed to Investor Relations, Bell
Atlantic Corporation, 1095 Avenue of the Americas, 36th Floor, New York, NY
10036.
Experts
The consolidated balance sheets as of December 31, 1997 and 1996 and
the consolidated statements of income, changes in shareowners' investment,
cash flows and financial statement schedule for each of the three years in
the period ended December 31, 1997, incorporated by reference, have been
incorporated herein in reliance on the report, which includes an
explanatory paragraph stating that Bell Atlantic Corporation changed its
method of accounting for directory publishing revenues and expenses in 1996
and discontinued accounting for the operations of its telephone
subsidiaries in accordance with Statement of Financial Accounting Standards
No. 71, "Accounting for the Effects of Certain Types of Regulation" during
the second quarter of 1995, of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting
and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Bell Atlantic Corporation Common Stock
to be issued in connection with the Registration Statement will be passed
upon by P. Alan Bulliner, Esq., Associate General Counsel and Corporate
Secretary of Bell Atlantic Corporation. As of September 30, 1998, Mr.
Bulliner owned beneficially 24,350 shares of Common Stock of Bell Atlantic
and 121,530 options to purchase shares of the Common Stock of Bell
Atlantic. As of such date, he also had approximately 57 shares credited to
his account under the Bell Atlantic Employee Stock Ownership Plan, and had
approximately 3,871 shares credited to his account under the Bell Atlantic
Savings Plan for Salaried Employees.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL")
permits a corporation to indemnify any of its directors or officers who was
or is a party or is threatened to be made a party to any third party
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reason to
believe that such person's conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection
with the defense or settlement of an action or suit if they acted in good
faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation,
<PAGE>
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine upon
application that the defendant directors or officers are fairly and
reasonably entitled to indemnity for such expenses despite such adjudication
of liability.
Article 7 of the Bell Atlantic Corporation ("Bell Atlantic")
Certificate of Incorporation makes mandatory the indemnification expressly
authorized under the DGCL, except that the Certificate of Incorporation
only provides for indemnification in derivative actions, suits or
proceedings by a director or officer if the initiation of such action, suit
or proceeding was authorized by the Board of Directors.
Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan
of Merger dated as of April 21, 1996 by and between NYNEX Corporation
("NYNEX") and Bell Atlantic, Bell Atlantic has agreed for a period of six
years following the Effective Time to (a) cause NYNEX to maintain in effect
the provisions regarding indemnification of officers and directors
contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and
fiduciary liability insurance with respect to claims arising prior to the
Effective Time, and (c) indemnify, and cause NYNEX to indemnify, the
directors and officers of Bell Atlantic and NYNEX, respectively, to the
fullest extent permitted under their respective certificates of
incorporation and bylaws and applicable law. In addition, Bell Atlantic has
agreed to unconditionally and irrevocably guarantee for the benefit of such
directors, officers and employees the obligations of NYNEX under its
indemnification arrangements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit (1)
5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel
and Corporate Secretary of Bell Atlantic.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new
<PAGE>
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York on
October 29, 1998.
BELL ATLANTIC CORPORATION
By: /s/ Mel Meskin
Mel Meskin
Vice President - Comptroller
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Director, President and Chief October 29, 1998
Lawrence T. Babbio, Jr. Executive Officer - Network
Group
* Director October 29, 1998
Richard L. Carrion
* Director, President and Chief October 29, 1998
James G. Cullen Executive Officer-Telecom Group
* Director October 29, 1998
Lodewijk J.R. de Vink
* Director October 29, 1998
James H. Gilliam, Jr.
* Director October 29, 1998
Stanley P. Goldstein
* Director October 29, 1998
Helene L. Kaplan
* Director October 29, 1998
Thomas H. Kean
* Director October 29, 1998
Elizabeth T. Kennan
* Director October 29, 1998
John F. Maypole
/s/ Mel Meskin Vice President-Comptroller October 29, 1998
Mel Meskin (controller)
* Director October 29, 1998
Joseph Neubauer
* Director October 29, 1998
Thomas H. O'Brien
_ Director
Eckhard Pfeiffer
* Director October 29, 1998
Hugh B. Price
<PAGE>
Signature Title Date
* Director October 29, 1998
Rozanne L. Ridgway
* Director and Senior Executive October 29, 1998
Frederic V. Salerno Vice President and Chief
Financial Officer/Strategy and
Business Development (principal
financial officer)
* Director, Vice Chairman, October 29, 1998
Ivan G. Seidenberg President and Chief Executive
Officer (principal executive officer)
* Director October 29, 1998
Walter V. Shipley
* Director and Chairman October 29, 1998
Raymond W. Smith of the Board
* Director October 29, 1998
John R. Stafford
* Director, Executive Vice October 29, 1998
Morrison DeS. Webb President-External Affairs and
Corporate Communications
* Director October 29, 1998
Shirley Young
*By: /s/ Mel Meskin
Mel Meskin
Attorney-in-fact
<PAGE>
Exhibit Index
5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel and
Corporate Secretary of Bell Atlantic Corporation.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).
24 Powers of Attorney.
Bell Atlantic Corporation P. Alan Bulliner
1095 Avenue of the Americas Associate General Counsel and
Room 3876 Corporate Secretary
New York, NY 10036
212 395-6174 Fax 212 302-8320
[Bell Atlantic Logo]
October 29, 1998
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, New York 10036
Re: Bell Atlantic Corporation Registration Statement
on Form S-8 under the Securities Act of 1933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form
S-8 (the "Registration Statement") which Bell Atlantic
Corporation, a Delaware corporation (the "Company") , is
filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, registering 650,000
shares of Common Stock, par value $.10 per share, of the
Company to be offered and sold from time to time under the
Bell Atlantic Options Plus Plan (the "Plan").
I or members of my staff have reviewed the Registration
Statement, the Company's Certificate of Incorporation and
Bylaws, resolutions adopted by the Board of Directors of the
Company, and such other documents and records as I have
deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly
incorporated, validly existing and in good standing under
the laws of the State of Delaware.
2. All necessary corporate action on the part
of the Company's Board of Directors with respect to the
issuance and sale of Shares to be purchased directly from
the Company has been taken, and any Shares to be purchased
directly from the Company will be legally issued, fully paid
and nonassessable when such Shares shall have been issued
and sold for the consideration contemplated in the Plan.
3. Any Shares to be purchased on the open market
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement and to being named under the heading
"Interests of Named Experts and Counsel" in the Registration
Statement.
Very truly yours,
/s/ P. Alan Bulliner
P. Alan Bulliner
Associate General Counsel
and Corporate Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement of Bell Atlantic Corporation on this
Form S-8 of our report dated February 9, 1998 (except for
the share and per share data adjusted to reflect the stock
split referred to in Note 13, for which the date is June 25,
1998), which includes an explanatory paragraph stating that
Bell Atlantic Corporation changed its method of accounting
for directory publishing revenues and expenses in 1996 and
discontinued accounting for the operations of its telephone
subsidiaries in accordance with Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of
Certain Types of Regulation" during the second quarter of
1995, 1994, on our audits of the consolidated financial
statements and financial statement schedule of Bell Atlantic
Corporation and its subsidiaries as of December 31, 1997 and
December 31, 1996, and for each of the three years in the
period ended December 31, 1997, which reports are
incorporated by reference or included in the Annual Report
on Form 10-K of Bell Atlantic Corporation for the year ended
December 31, 1997. We also consent to the reference to our
firm under the caption "Experts" in this Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York
October 29, 1998
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Lawrence T. Babbio, Jr.
__________________
Lawrence T. Babbio, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Richard L. Carrion
Richard L. Carrion
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ James G. Cullen
James G. Cullen
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Lodewijk J.R. de Vink
Lodewijk J.R. de Vink
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ James H. Gilliam, Jr.
James H. Gilliam, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Stanley P. Goldstein
Stanley P. Goldstein
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Helene L. Kaplan
Helene L. Kaplan
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Thomas H. Kean
Thomas H. Kean
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Elizabeth T. Kennan
Elizabeth T. Kennan
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ John F. Maypole
John F. Maypole
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Joseph Neubauer
Joseph Neubauer
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Thomas H. O'Brien
Thomas H. O'Brien
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Hugh B. Price
Hugh B. Price
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Rozanne L. Ridgway
Rozanne L. Ridgway
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin and Ivan G. Seidenberg as attorney for
the undersigned for the purpose of executing and filing such
registration statement and any amendment or amendments or
other necessary documents, hereby giving to each said
attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Frederic V. Salerno
Frederic V. Salerno
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin and Frederic V. Salerno as attorney for
the undersigned for the purpose of executing and filing such
registration statement and any amendment or amendments or
other necessary documents, hereby giving to each said
attorney full authority to perform all acts necessary
thereto as fully as the undersigned could do if personally
present, and hereby ratifying all that said attorney may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Ivan G. Seidenberg
Ivan G. Seidenberg
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Walter V. Shipley
Walter V. Shipley
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Raymond W. Smith
Raymond W. Smith
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ John R. Stafford
John R. Stafford
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Morrison DeS. Webb
Morrison DeS. Webb
<PAGE>
POWER OF ATTORNEY
WHEREAS, BELL ATLANTIC CORPORATION, a Delaware
corporation (hereinafter referred to as the "Company"),
proposes to file with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as
amended, a registration statement on Form S-8 with respect
to the Bell Atlantic Options Plus Plan;
NOW, THEREFORE, the undersigned hereby appoints
each of Mel Meskin, Frederic V. Salerno and Ivan G.
Seidenberg as attorney for the undersigned for the purpose
of executing and filing such registration statement and any
amendment or amendments or other necessary documents, hereby
giving to each said attorney full authority to perform all
acts necessary thereto as fully as the undersigned could do
if personally present, and hereby ratifying all that said
attorney may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 29th day of October, 1998.
/s/ Shirley Young
Shirley Young
