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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report: August 3, 1998
Exact name of registrant
as specified in its charter: BELL ATLANTIC CORPORATION
Commission File Number: 1-8606
State of Incorporation: Delaware
I.R.S. Employer Identification No.: 23-2259884
Address of principal
executive offices: 1095 Avenue of the Americas
New York, New York
Zip Code 10036
Registrant's telephone number,
including area code: (212) 395-2121
Former name or former address,
if changed since last report: Not applicable
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Item 5. Other Events
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Attached as an exhibit is a press release issued by Bell Atlantic Corporation on
August 3, 1998 announcing plans to issue in excess of $3 billion in notes
exchangeable into ordinary shares of Cable & Wireless Communications plc.
1
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Item 7. Financial Statements and Exhibits
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(c) Exhibits.
99 Press Release, dated August 3, 1998, issued by Bell Atlantic
Corporation.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELL ATLANTIC CORPORATION
By: /s/ Frederic V. Salerno
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Frederic V. Salerno
Senior Executive Vice President
and Chief Financial Officer/
Strategy and Business Development
Date: August 4, 1998
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EXHIBIT 99
NEWS RELEASE [LOGO OF BELL ATLANTIC APPEARS HERE]
FOR IMMEDIATE RELEASE Contact:
August 3, 1998 Jim Crosson
212 395-2285
[email protected]
Bell Atlantic To Issue Exchangeable Notes
NEW YORK -- Bell Atlantic Corp. (NYSE:BEL) announced today that it plans
to issue in excess of $3 billion in notes exchangeable into ordinary shares of
Cable & Wireless Communications plc (CWC). If investors elect to exchange the
notes, Bell Atlantic will have the option to settle in cash or by delivery of
shares. The notes will have a medium-term maturity, with the exchange price
established at a premium to the CWC share price at the time of the offering.
Bell Atlantic currently owns 18.5 percent of CWC, or approximately 278 million
shares.
"This issue will help realize some of the substantial value that has been
created by our investment in local communications facilities in the United
Kingdom, starting with NYNEX CableComms in 1990 and now with CWC," said Frederic
V. Salerno, Bell Atlantic's senior executive vice president and Chief Financial
Officer. "We have benefited from our relationship with CWC and, as a continuing
shareholder, we remain confident in CWC and its excellent management team. We
intend to use the proceeds for purposes that include ongoing business
opportunities and the reduction of short-term debt."
--more--
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Bell Atlantic News Release, page 2
Bell Atlantic will coordinate its activities with CWC management. The
timing of the issue may be subject to market conditions.
The securities will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This press release
does not constitute an offer for sale of the securities. No application for
listing of the securities will be made in the United Kingdom, and the securities
may not be offered or sold in the United Kingdom except in circumstances which
do not constitute an offer to the public within the meeting of the UK Public
Offers of Securities Regulations 1995 and otherwise in compliance with the UK
Financial Services Act 1986.
In connection with the issue, the managers of the offering may over-allot
or effect transactions which stabilize the market price of the notes and/or the
CWC ordinary shares at levels which might otherwise not prevail. Such
stabilization, if commenced, may be discontinued at any time.
Bell Atlantic -- formed through the merger of Bell Atlantic and NYNEX -- is
at the forefront of the new communications and information industry. With more
than 41 million telephone access lines and more than 7 million wireless
customers worldwide, Bell Atlantic companies are premier providers of advanced
wireline voice and data services, market leaders in wireless services and the
world's largest publishers of directory information. Bell Atlantic companies
are also among the world's largest investors in high-growth global
communications markets, with operations and investments in 23 countries.
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INTERNET USERS: Bell Atlantic news releases, executive speeches, news media
contacts and other useful information are available at Bell Atlantic's News
Center on the World Wide Web (http://www.ba.com). To receive news releases by
email, visit the News Center and register for personalized automatic delivery of
Bell Atlantic news releases.
