<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report: April 28, 1999
Exact name of registrant
as specified in its charter: BELL ATLANTIC CORPORATION
Commission File Number: 1-8606
State of Incorporation: Delaware
I.R.S. Employer Identification No.: 23-2259884
Address of principal
executive offices: 1095 Avenue of the Americas
New York, New York
Zip Code 10036
Registrant's telephone number,
including area code: (212) 395-2121
Former name or former address,
if changed since last report: Not applicable
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Item 5. Other Events
------------
At a meeting with investors on April 28, 1999, to provide information with
regard to the proposed merger between GTE Corporation ("GTE") and a subsidiary
of Bell Atlantic Corporation ("Bell Atlantic"), the companies stated that they
are working diligently to complete the merger and that they anticipated closing
the merger in the 4th quarter of this year. However, a variety of state and
federal regulatory agencies must approve the merger and, accordingly, the merger
may close in the first half of 2000.
Bell Atlantic and GTE provided the following "sum-of-the-parts" estimate of the
equity value of the combined company following the completion of the merger:
<TABLE>
<CAPTION>
Valuation Methodology $ Per Share *
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Domestic Wireline 20 - 25% discount to market multiple $60 - $65
Domestic Wireless 10x - 12x '99 Cellular EBITDA
$75 per POP for PCS 12 - 14
Data (Fiber Assets/BBN) Market Comparables/Asset Values 11 - 13
International Public Market/Comparables 7 - 8
Directory and Other 8x '99 Directory EBITDA 8 - 10
----------------------------
Subtotal 98 - 110
NPV Synergies 7
----------------------------
Firm Value 105 - 117
Less Net Debt (15)
----------------------------
Equity Value $90 - $100 per share
============================
</TABLE>
* Assumes 2.76 billion combined company shares outstanding
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELL ATLANTIC CORPORATION
By: /s/ Doreen A. Toben
----------------------
Doreen A. Toben
Vice President - Controller
Date: April 28, 1999
