Original Electronically Transmitted to the Securities and Exchange
Commission on June 25, 1999
Registration Statement No. 333-
Post-Effective Amendment No. 1 to Registration Statement No. 333-66785
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 SAVINGS AND SECURITY PLAN
FOR ASSOCIATES OF BELL ATLANTIC NORTH
(Full title of the plan)
William F. Heitmann
Vice President-Treasurer (Acting)
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, 10,000,000 $58.75 $587,500,000.00 $163,325.00
par value
$.10 per
share
______________
(1)Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein. Pursuant to Rule 457(h)(2), no separate registration fee is
required with respect to the interests in the plan. 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 prices for a share of Common Stock on June
24, 1999, 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.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to Registration Statement No.
333-66785, previously filed by the Registrant on Form S-8 and declared
effective on November 4, 1998. This Registration Statement is a new
Registration Statement and also constitutes Post-Effective Amendment
No. 1 to Registration No. 333-66785.
<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 Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
(c) The Registrant's Current Reports on Form 8-K dated January 3,
1999, January 15, 1999, January 27, 1999, April 22, 1999, April 28,
1999 and May 7, 1999.
(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
or the Bell Atlantic Savings and Security Plan for Associates of Bell
Atlantic North (the "Plan") 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 financial statements and financial statement schedule
incorporated in this Registration Statement by reference to the Annual
Report on Form 10-K of Bell Atlantic Corporation for the year ended
December 31, 1998, have been so incorporated in reliance on the report
(which contains an explanatory paragraph stating that, in 1996, Bell
Atlantic Corporation changed its method of accounting for directory
publishing revenues and expenses) of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
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 May 31, 1999, Mr. Bulliner
owned beneficially 30,520 shares of the Common Stock of Bell Atlantic
Corporation and 138,097 options to purchase shares of the Common Stock of
Bell Atlantic Corporation. As of such date, he also had approximately 57
shares credited to his account under the Bell Atlantic Employee Stock
Ownership Plan and approximately 4,006 shares credited to his account under
the Bell Atlantic Savings Plan for Salaried Employees, and had
approximately 259 shares credited to his account under the Bell Atlantic
Senior Management Income Deferral Plan.
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, 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
<PAGE>
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.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit (1)
<S> <C>
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.
- ---------------------
</TABLE>
(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and an Internal Revenue Service
("IRS") determination letter that the Plan is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended, the
Registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make
all changes required by the IRS in order to qualify the Plan.
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.
<PAGE>
(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.
<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
June 23, 1999.
BELL ATLANTIC CORPORATION
By: /s/ Doreen Toben
Doreen A. Toben
Vice President - Controller
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Bell Atlantic Corporate Employees' Benefits Committee 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
June 23, 1999.
BELL ATLANTIC SAVINGS AND SECURITY PLAN
FOR ASSOCIATES OF BELL ATLANTIC NORTH
BY: BELL ATLANTIC CORPORATE
EMPLOYEES' BENEFITS COMMITTEE
By:
/s/ Donald J. Sacco
______________________________
Donald J. Sacco, Chairman
<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 & Chief June 22, 1999
Lawrence T. Babbio, Jr. Operating Officer
* Director June 22, 1999
Richard L. Carrion
* Director, President & Chief June 22, 1999
James G. Cullen Operating Officer
* Director June 22, 1999
Lodewijk J.R. de Vink
* Director June 22, 1999
James H. Gilliam, Jr.
* Director June 22, 1999
Stanley P. Goldstein
* Director June 22, 1999
Helene L. Kaplan
* Director June 22, 1999
Thomas H. Kean
* Director June 22, 1999
Elizabeth T. Kennan
* Director June 22, 1999
John F. Maypole
* Director June 22, 1999
Joseph Neubauer
* Director June 22, 1999
Thomas H. O'Brien
* Director June 22, 1999
Eckhard Pfeiffer
* Director June 22, 1999
Hugh B. Price
<PAGE>
Signature Title Date
* Director June 22, 1999
Rozanne L. Ridgway
* Director and Senior Executive June 22, 1999
Frederic V. Salerno Vice President and Chief
Financial Officer/Strategy and
Business Development
(principal financial officer)
* Director, Chairman and June 22, 1999
Ivan G. Seidenberg Chief Executive Officer
(principal executive officer)
_ Director
Walter V. Shipley
* Director June 22, 1999
John R. Stafford
/s/ Doreen Toben
Vice President-Controller June 22, 1999
Doreen A. Toben (controller)
* Director, Executive Vice June 22, 1999
Morrison DeS. Webb President-External Affairs and
Corporate Communications
* Director June 22, 1999
Shirley Young
/s/ Doreen Toben
*By:
Doreen A. Toben
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.
EXHIBIT 5
Bell Atlantic Corporation P. Alan Bulliner
1095 Avenue of the Americas Associate GeneralCounsel and Corporate Secretary
Room 3876
New York, NY 10036
212 395-6174 Fax 212 302-8320 [Bell Atlantic Logo]
June 24, 1999
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 10,000,000
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 Savings and Security Plan for Associates of
Bell Atlantic North (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.
<PAGE>
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 hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 and Registration
Statement on Form S-8 (File No. 333-66785) of our report
dated February 9, 1999 relating to the consolidated
financial statements and financial statement schedule, which
appears in Bell Atlantic Corporation's Annual Report on Form
10-K for the year ended December 31, 1998. We also consent
to the reference to us under the caption "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 24, 1999
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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/s/ J. 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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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-8 with respect
to the Bell Atlantic Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/s/ J. 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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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-8 with respect
to the Bell Atlantic Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben 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 22nd day of June, 1999.
/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-8 with respect
to the Bell Atlantic Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben 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 22nd day of June, 1999.
/s/ Ivan 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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/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 Savings and Security Plan for
Associates of Bell Atlantic North;
NOW, THEREFORE, the undersigned hereby appoints
each of Doreen A. Toben, 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 22nd day of June, 1999.
/s/ Shirley Young
Shirley Young
