Original Electronically Transmitted to the Securities and Exchange Commission
on March , 1998
Registration No. 333-[ ]
Post-Effective Amendment No. 4 to Registration Statement No. 33-8451
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BELL ATLANTIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
----------------
Delaware 1095 Avenue of the Americas 23-2259884
(State of Jurisdiction New York, New York 10036 (I.R.S. Employer
of incorporation or (212) 395-2121 Identification No.)
organization)
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
Bell Atlantic Direct Invest Plan
Ellen C. Wolf, Vice President - Treasurer
Bell Atlantic Corporation, 1095 Avenue of Americas, New York, New York 10036
(212) 395-1056
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
Please address a copy of all communications to
P. Alan Bulliner, Esq.
Associate General Counsel and Corporate Secretary
Bell Atlantic Corporation, 1095 Avenue of Americas, New York, New York 10036
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [_] ----------------
If this Form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the effective registration statement for the
same offering. [_] ----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Unit(1) Price(1) Fee(2)
- ----------------------------------------------- -------------- ------------------ -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock--par value $.10 per share......... 15,000,000 $ 94.15625 $1,412,343,750 $ 416,641.40
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rule 457 (c) based upon the average of the
high and low prices per share of Common Stock of Bell Atlantic Corporation
as quoted on the New York Stock Exchange--Composite Transactions listing for
March 10, 1998.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum offering price multiplied by .000295.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to Registration Statement No. 33-8451,
previously filed by the Registrant on Form S-3 and declared effective on
September 4, 1986. This Registration Statement is a new Registration Statement
and also constitutes Post-Effective Amendment No. 4 to Registration Statement
No. 33-8451.
- ----------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
[BELL ATLANTIC LOGO]
A Direct Stock Purchase and Share Ownership
Plan for Bell Atlantic Common Stock
Bell Atlantic Direct Invest
o Purchase Bell Atlantic stock without a broker at low transaction costs.
o Increase your ownership systematically by reinvesting dividends and by making
optional automatic monthly investments.
o Transfer shares easily or sell at low cost.
o Own and transfer your shares without holding certificates.
The Securities and Exchange Commission has not approved or disapproved the
common stock discussed in this prospectus, or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated March , 1998.
<PAGE>
A SUMMARY OF IMPORTANT PLAN FEATURES
o Any investor who wishes to make an initial purchase of Bell Atlantic stock
can do so by completing an Enrollment Form and sending a check or money order
to the Plan Agent, BankBoston.
o If you are not already a registered Bell Atlantic shareowner, the minimum
initial investment is $1,000 (in U.S. dollars).
o You can purchase stock systematically by authorizing the Agent to
automatically deduct $50 or more from your bank account each month.
o Additional investments can be made at any time with as little as $50 by
mailing a check to the Agent. The maximum annual investment is $200,000.
o Dividends on your shares, or on the number of shares you choose (at least
two), will be automatically reinvested in Bell Atlantic stock.
o Each time you invest you will receive a statement that will show you the
status of your account. Each statement includes a form that will help you
make additional investments, sales, transfers or withdrawals.
o If you already own shares of Bell Atlantic and have certificates for them,
you can deposit them in the Plan for safekeeping.
o You will pay modest fees and brokerage commissions when you buy or sell
shares through the Plan as described in full on pages 3 and 4.
A SUMMARY OF PLAN BENEFITS
o You do not need to be a current Bell Atlantic shareowner, nor do you need to
have a broker, to participate. Enrolling in the Plan is easy. Complete the
Enrollment Form to become a first-time investor in Bell Atlantic, or to
create an additional investment account.
o You can start investing with a relatively small amount. This can help you
diversify your financial assets.
o The automatic monthly investment feature can help you add to your investment
each month--conveniently and in a very systematic way--toward a financial
goal that you decide on.
o The ability to invest by mail--whether as part of a formal financial plan or
simply when you have extra cash available--can help you reach your investment
goal that much faster.
o Your investment will continue to build through the automatic reinvestment of
your dividends.
o Keeping track of your account and new transactions is easy. All transactions
can be handled by mail--and most can be accomplished over the telephone.
o You won't have to worry about your Bell Atlantic stock certificates being
lost or stolen, or wonder where they are when you wish to sell.
o Fees and brokerage commissions on purchases and sales made through the Plan
are designed to be considerably lower than the costs of dealing through a
brokerage account.
Please read this booklet carefully. If you are a Bell Atlantic shareowner
now--or if you decide to become a shareowner--please keep the booklet with your
permanent investment records, since it contains important information about the
Plan.
Our transfer agent, and also the Agent for the Plan, is:
BankBoston, N.A.
c/o Boston EquiServe
Bell Atlantic Direct Invest
P.O. Box 8038
Boston, MA 02266-8038
1-800-631-2355
2
<PAGE>
WHO CAN JOIN
o If you have at least two shares of Bell Atlantic stock registered in your
name, you are eligible to join the Plan.
o New investors who would like to become shareowners of record may also join by
making an initial investment of at least $1,000.
o Foreign citizens are eligible to participate as long as their participation
would not violate any laws in their home countries.
ENROLLMENT
o If you are a Bell Atlantic shareowner of record already, fill out the
Enrollment Form and return it to the Agent.
o If you do not own Bell Atlantic stock, or if you wish to establish a separate
account (for example, a joint account with your spouse, or as a custodian for
a minor), fill out the Enrollment Form and return it to the Agent. Enclose a
check or money order, in U.S. dollars, for a minimum investment of $1,000.
o If you own shares of Bell Atlantic but they are held in the name of a bank or
broker (that is, in "street name"), ask to have your shares registered in
your name. At least ten shares need to be transferred into your name before
you become eligible to participate.
o Quarterly cash dividends on some or all of your shares are automatically
reinvested in Bell Atlantic shares.
COSTS TO PURCHASE SHARES
o New Investors--If you are making a first-time purchase of Bell Atlantic stock
or establishing a new investment account, there is a one-time enrollment fee
of $5.00.
o Dividend Reinvestment--The fee for reinvesting each quarterly dividend is 5%
of the amount invested with a minimum fee of $1.00 and a maximum fee of
$2.00. (In other words, if your quarterly dividend is less than $20, the
Agent's fee will be $1.00. If your quarterly dividend is $25, the Agent's fee
will be $1.25. If your quarterly dividend is $40 or more, the Agent's fee is
capped at $2.00).
o Additional Investments--If you send a check to purchase additional shares of
Bell Atlantic through the Plan, the Agent will deduct a processing fee of
$2.50 per check.
o Automatic Monthly Deductions--If you sign up to make automatic monthly
deductions from your bank account, the fee will be only $1.00 per investment.
o Brokerage Commissions--Purchase commissions of $.03 per share will be
deducted except when Bell Atlantic issues new shares.
HOW SHARES ARE PURCHASED AND PRICED
o Reinvested Dividends--When the Agent purchases shares for dividend
reinvestment in the open market, purchases may begin four business days prior
to the dividend payment date and end five business days after the dividend
payment date. The purchase price is the average price per share during the
purchase period after deducting brokerage commissions and the service fee.
o Initial and Supplemental Purchases--Monies received by Thursday are invested
the first business day of the following week. Your purchase price will be the
average price per share paid that week, after the deduction of brokerage
commissions and fees. If you sign up to make automatic monthly purchases (by
authorizing the Agent to deduct $50 or more from your bank account monthly),
your money will be transferred on the 25th of each month. You can stop the
automatic monthly purchases by calling the Agent at 1-800-631-2355 or by
using the form attached to your Plan Statement. The Agent must receive your
request at least five business days before the transfer date.
o Plan Shares--Bell Atlantic may decide, from time to time, to issue new shares
of Bell Atlantic stock to the Agent instead of the Agent making open market
purchases. When new shares of Bell Atlantic are issued, the purchase price
will be the average of the high and low prices (based on the New York Stock
Exchange reports of consolidated trading) on the investment date, after
deducting the service fee. No brokerage commissions will be charged to Plan
participants for newly issued shares.
3
<PAGE>
Please note that you will not be able to instruct the Agent to purchase
shares at a specific time or at a specific price.
PLAN STATEMENTS
Each time you purchase shares, whether by dividend reinvestment, optional
purchases or automatic purchases, the Agent will send you a Plan statement
showing the status of your account. Each statement includes a form for
additional purchases, sales or withdrawals.
SALES
You can sell some or all of the shares you have accumulated in the Plan by
calling the Agent at 1-800-631-2355 or by mailing the form attached to your Plan
Statement.
The Agent will sell shares weekly. The sales price per share will be the
average price per share received by the Agent for all sales made that week for
Plan participants. The cash proceeds that you will receive for the shares you
sell will be equal to this average weekly sales price minus a $10.00 service
charge per sale and the brokerage commission (currently $.07 per share) on the
shares sold.
Please note that the Agent is not able to accept instructions to sell on a
specific day or at a specific price.
If you prefer to have complete control over the exact timing and sales
prices, you can withdraw the shares you wish to sell and sell them through a
broker of your own choosing.
IRA ACCOUNTS
You may establish an Individual Retirement Account of Bell Atlantic stock
by investing $1,000 or more. This service costs a flat $35 per year. You may
obtain more information and an IRA enrollment form by calling the Agent at
1-800-631-2355.
SHARE SAFEKEEPING
Your stock certificates are valuable, and expensive to replace if lost or
stolen. This Plan offers you the convenience of depositing your certificates for
safekeeping.
To deposit certificates for shares of stock you already own into your Plan
account, send them to:
Bell Atlantic Direct Invest
P.O. Box 8038
Boston, MA 02266-8038
We recommend that you use Registered Mail, insured for 2% of the market
value.
OBTAINING A STOCK CERTIFICATE
To obtain a stock certificate, call the Agent at 1-800-631-2355. This
service is free.
SHARE TRANSFERS
To transfer some or all of your shares to another person, simply call the
Agent to request "Transfer Instructions." Transfer forms may also be downloaded
from the internet at http://www.BellAtlantic.com/invest. Once your completed
transfer instructions are received, your request will be processed promptly by
the Agent. This service is free.
TERMINATION
If you wish to terminate your participation in the Plan and stop
reinvesting your dividends, call the Agent at 1-800-631-2355 or use the form
attached to your Plan Statement. The Agent must receive your request at least
five business days before the day the dividend is paid or it will not be
processed until after the dividend reinvestment.
4
<PAGE>
TAX CONSEQUENCES
o All the dividends paid to you--whether or not they are reinvested--are
considered taxable income to you in the year they are received. The total
amount will be reported to you, and to the Internal Revenue Service, shortly
after the close of each year.
o All shares of stock that are sold through the Agent will also be reported to
the IRS as required by law. Any profit or loss you incur should be reflected
when you file your income tax returns.
Be sure to keep your statements of account for income tax purposes. If you
have questions about the tax basis of any transactions, please consult your own
tax advisor.
VOTING
For any shareowner meeting you will receive a proxy that will cover all
the Bell Atlantic shares you hold, both in the Plan and in the form of stock
certificates. The proxy allows you to indicate how you want your shares to be
voted. We will vote your shares only as you indicate.
HANDLING OF STOCK SPLITS AND OTHER
DISTRIBUTIONS THAT MIGHT ARISE
If Bell Atlantic declares a stock split or stock dividend, we will credit
your account with the appropriate number of shares on the payment date.
If Bell Atlantic decides to distribute shares in book-entry form (rather
than certificates), these shares will be added to your account under this Plan.
The Agent will serve as custodian of your shares. You will be entitled to all
the rights and privileges outlined in this booklet.
In the event of a stock subscription or other offering of rights to
shareowners, your rights will be based on your total registered holdings (the
shares held in the Plan plus any shares held by you). A single set of materials
will be distributed that will allow you to exercise your total rights.
CHANGES TO THE PLAN
We may add to or modify the Plan at any time. We will send you written
notice of any significant changes.
RESPONSIBILITIES OF BELL ATLANTIC AND THE AGENT
Neither Bell Atlantic nor the Agent, BankBoston, will be liable for any
act, or for any failure to act, as long as they have made good faith efforts to
carry out the terms of the Plan, as described in this Prospectus and on the
forms that are designed to accompany each investment or activity.
GOVERNING LAW
Delaware law governs the terms and conditions in this document, as well as
those that are described in detail on the Enrollment Form and account
statements.
USE OF PROCEEDS
The proceeds, if any, from the sale by Bell Atlantic of newly issued or
treasury common shares offered will be used for general corporate purposes. We
are unable to estimate the aggregate amount of these proceeds.
INDEPENDENT ACCOUNTANTS AND COUNSEL
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, changes in shareowners' investment and cash
flows for each of the three years in the period ended December 31, 1997,
incorporated by reference, have been so incorporated in reliance on the report,
which includes an explanatory paragraph stating that in 1996, Bell Atlantic
changed its method of accounting for directory publishing revenues and expenses
and in the second quarter of 1995, Bell Atlantic 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," of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
5
<PAGE>
Mr. P. Alan Bulliner, Associate General Counsel and Corporate Secretary of
Bell Atlantic, has passed upon the legality of the securities being offered
pursuant to the Plan. Mr. Bulliner beneficially owns 11,270 shares of Bell
Atlantic Common Stock and has options to purchase 62,925 shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (SEC). You may read and
copy any reports, proxy statements or other information we file at the SEC's
public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. You may also access our
SEC filings at the SEC's Internet site (http://www.sec.gov).
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the SEC to register the stock offered under the Plan. As allowed by
SEC rules, this Prospectus does not contain all information you can find in the
Registration Statement or the exhibits to the Registration Statement. The SEC
allows us to "incorporate by reference" information into this Prospectus, which
means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by
reference is considered to be part of this Prospectus and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until our offering is completed.
Annual Report on Form 10-K for the year ended 12/31/96.
Quarterly Reports on Form 10-Q for the quarters ended 3/31/97, 6/30/97 and
9/30/97.
Current Reports on Form 8-K, dated 4/17/97, 7/22/97, 8/14/97 (as amended),
10/22/97, 12/12/97, 12/22/97, 1/21/98 and 3/13/98, which includes Bell
Atlantic's 1997 financial statements and restated 1996 and 1995 financial
statements.
The description of Bell Atlantic's Common Stock contained in the
registration statement on Form 10 filed under Section 12 of the Securities
Exchange Act of 1934, and any amendments or reports filed for the purpose of
updating that description.
You may request a copy of any documents that we incorporate by reference
at no cost by writing or telephoning us at the following address:
Bell Atlantic Corporation
Shareowner Services
1095 Avenue of the Americas, Room 3619
New York, NY 10036
Telephone (212) 395-1525
You should rely only on the information contained or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information. You should not assume that the information in the
prospectus is accurate as of any date other than the date of this prospectus
(March __, 1998).
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee ................. $416,641.40
Printing of Registration Statement and Prospectus ............. 16,000*
Accountant's Fees and Expenses ................................ 6,000*
"Blue Sky" Fees and Expenses .................................. 5,000*
Miscellaneous Expenses ........................................ 5,000*
-----------
Total ......................................................... $445,341.40*
===========
- ----------------
* Estimated
Item 15. 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, 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 16. Exhibits.
Exhibit Number
- --------------------------------------------------------------------------------
3 Restated Certificate of Incorporation of Bell Atlantic Corporation
(incorporated by reference to Exhibit 3(i) to Bell Atlantic's Current
Report on Form 8-K, date of report August 14, 1997, File No. 1-8606).
5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel and
Corporate Secretary of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
II-1
<PAGE>
23.2 Consent of P. Alan Bulliner (included in Exhibit 5).
24 Powers of Attorney.
Item 17. 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 Securities Exchange
Act of 1934 (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 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 the 17th day of
March, 1998.
BELL ATLANTIC CORPORATION
By /s/ Mel Meskin
---------------------
Mel Meskin
Vice President--Comptroller
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 March 17, 1998
- -----------------------------
Lawrence T. Babbio, Jr.
* Director March 17, 1998
- -----------------------------
Richard L. Carrion
* Director March 17, 1998
- -----------------------------
James G. Cullen
* Director March 17, 1998
- -----------------------------
Lodewijk J.R. de Vink
* Director March 17, 1998
- -----------------------------
James H. Gilliam, Jr.
* Director March 17, 1998
- -----------------------------
Stanley P. Goldstein
* Director March 17, 1998
- -----------------------------
Helene L. Kaplan
* Director March 17, 1998
- -----------------------------
Thomas H. Kean
* Director March 17, 1998
- -----------------------------
Elizabeth T. Kennan
* Director March 17, 1998
- -----------------------------
John F. Maypole
* Director March 17, 1998
- -----------------------------
Joseph Neubauer
II-3
<PAGE>
* Director March 17, 1998
- -----------------------------
Thomas H. O'Brien
* Director March 17, 1998
- -----------------------------
Eckhard Pfeiffer
* Director March 17, 1998
- -----------------------------
Hugh B. Price
* Director March 17, 1998
- -----------------------------
Rozanne L. Ridgway
* Director and Senior Executive March 17, 1998
- ----------------------------- Vice President and Chief
Frederic V. Salerno Financial Officer/Strategy and
Business Development (principal
financial officer)
* Director March 17, 1998
- -----------------------------
Ivan G. Seidenberg
* Director March 17, 1998
- -----------------------------
Walter V. Shipley
* Director, Chairman and Chief March 17, 1998
- ----------------------------- Executive Officer (principal
Raymond W. Smith executive officer)
* Director March 17, 1998
- -----------------------------
John R. Stafford
* Director March 17, 1998
- -----------------------------
Morrison DeS. Webb
* Director March 17, 1998
- -----------------------------
Shirley Young
/s/ Mel Meskin Vice President-Comptroller March 17, 1998
- ----------------------------- (controller)
Mel Meskin
*By: /s/ Mel Meskin
---------------------
Mel Meskin
Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
3 Restated Certificate of Incorporation of Bell Atlantic Corporation
(incorporated by reference to Exhibit 3(i) to Bell Atlantic's Current
Report on Form 8-K, date of report August 14, 1997, File No. 1-8606).
5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel and
Corporate Secretary of Bell Atlantic Corporation.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of P. Alan Bulliner (Included in Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
LOGO
March 17, 1998
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, New York 10036
Re: Bell Atlantic Corporation Registration Statement
on Form S-3 under the Securities Act of 1933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (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 15,000,000
shares of Common Stock, par value $.10 per share, of the Company to be issued
and sold from time to time under the Company's Direct Invest 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. The Plan has been duly adopted and issuance of the Shares has
been duly authorized by the Company by appropriate corporate action.
3. Upon issuance of the Shares and payment therefor in accordance
with (a) the Plan and (b) the resolutions of the Board of Directors of the
Company relating to the Plan and the offer and sale of the Shares, the Shares
will be legally 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 "Independent Accountants 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-3 of our report dated February 9, 1998
on our audits of the consolidated financial statements 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
report is included in the Current Report on Form 8-K dated March 13, 1998. We
also consent to the reference to our firm under the caption "Independent
Accountants and Counsel" in this Registration Statement.
/s/ Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, NY 10019
March 17, 1998
Exhibit 24
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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 1998.
/s/ R. 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 1998.
/s/ 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 23rd day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 23rd day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 20th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 1998.
/s/ Eckhard Pfeiffer
--------------------------------
Eckhard Pfeiffer
<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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin and
Raymond W. Smith 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 23rd day of February, 1998.
/s/ F. 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 20th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 24th day of February, 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-3 with respect to the Bell Atlantic Direct
Invest 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 24th day of February, 1998.
/s/ R. 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 23rd day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 23rd day of February, 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-3 with respect to the Bell Atlantic Direct
Invest Plan;
NOW, THEREFORE, the undersigned hereby appoints each of Mel Meskin,
Frederic V. Salerno and Raymond W. Smith 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 23rd day of February, 1998.
/s/ Shirley Young
--------------------------------
Shirley Young
