BELL ATLANTIC CORP, DEFA14A, 1999-04-14

BELL ATLANTIC CORP
DEFA14A, 1999-04-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14A-6(e)(2))

[_] Definitive Proxy Statement

[X] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

BELL ATLANTIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:
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BELL ATLANTIC BROCHURE
---------------------------

[GRAPHIC]

W O R L D W I D E W E B

G L O B A L N E T W O R K I N G

W I R E L E S S

[LOGO] [LOGO]
BELL ATLANTIC GTE

THE MERGER OF
BELL ATLANTIC AND GTE

Vote FOR the merger to own a stake
in the future of telecommunications
<PAGE>

Bell Atlantic and GTE:
Combined Company Profile*
as of December 31, 1998 (pro forma)
[THE FOLLOWING IS REPRESENTED BY BAR CHARTS]
REVENUES

GTE: $25 billion
Bell Atlantic: $32 billion
Combined: $57 billion
- ----------------------------

DOMESTIC
ACCESS LINES

GTE: 23.5 million
Bell Atlantic: 41.6 million
Combined: 65.1 million
- ----------------------------

INTERNATIONAL
ACCESS LINES

GTE: 2.8 million
Bell Atlantic: 960,000
Combined: 3.76 million
- ----------------------------

DOMESTIC
WIRELESS CUSTOMERS

GTE: 4.8 million
Bell Atlantic: 6.6 million
Combined: 11.4 million
- ----------------------------

INTERNATIONAL
WIRELESS CUSTOMERS

GTE: 917,000
Bell Atlantic: 2 million
Combined: 2.917 million
- ----------------------------

EMPLOYEES

GTE: 120,000
Bell Atlantic: 140,400
Combined: 260,400
- ----------------------------

SOMETHING THIS IMPORTANT
CAN'T HAPPEN WITHOUT YOU

As a Bell Atlantic shareholder, you have an opportunity to own a stake in the
future of global telecommunications by voting FOR the merger of these two great
companies. You will own the same number of shares in the combined company as you
have in Bell Atlantic. The Bell Atlantic Board of Directors unanimously
recommends that you vote FOR the merger.

WHAT THE COMBINED COMPANY WILL OFFER

Scale and Scope to Compete
as One of the Industry's Leaders

* The largest local telephone provider in U.S. with more than 60 million access
lines in 39 states and the District of Columbia, serving 76 of the top 100
markets

* One of the largest wireless companies in U.S., together serving 11.4 million
subscribers and the potential to serve subscribers in 9 of the top 10 markets

* One of the largest facilities-based long-distance companies

* International presence in more than 30 countries

* World's largest publisher of directory information

Potential for Enhanced
Financial Performance

* Significant revenue, expense and capital synergies from joint technological
development, economies of scope and scale, and elimination of duplicate
expenditures

* Greater ability to enter and compete quickly and effectively in key markets
outside either company's current service areas

Outstanding Assets and Capabilities
in Attractive Growth Markets

* GTE's 17,000-mile national high-speed data network

* Bell Atlantic's information-intensive customers in the nation's
business, media, government and financial centers

* GTE's experience as a long-distance provider

* Combined service territories that generate more than 35% of international
traffic from U.S.

* Highly skilled workforce able to meet the challenges of a dynamic global
telecommunications industry

More Benefits for Customers

* Delivers one-stop shopping for all telecommunications services

* Promotes vigorous competition in telecommunications markets

* Speeds availability of broadband data capabilities to customers

* Accelerates development and delivery of new products and services
<PAGE>

PLEASE READ THE JOINT PROXY STATEMENT AND PROSPECTUS CAREFULLY, INCLUDING THE
SECTION IN CHAPTER I CALLED "RISK FACTORS RELATING TO THE MERGER."

That section discusses the following risk factors:

* Shareholders will not know the market price of the stock they will receive
in the merger when they vote on the merger.

* Regulatory agencies must approve the merger and could delay or refuse to
approve the merger or impose conditions that could adversely
affect our business or financial condition.

* Termination fees and reciprocal stock option agreements could make an
alternative transaction more difficult or expensive.

PLEASE VOTE NOW!

For the merger to be approved, a majority of all outstanding Bell Atlantic
shares must be voted FOR the merger. Please note that if you support the merger,
you MUST actually vote your shares FOR the merger. If you take no action at all,
it will be considered as a vote against the merger. Please see the joint proxy
statement and prospectus for information on how to vote:

[Graphic] [Graphic] [Graphic] [Graphic]
BY PHONE BY THE INTERNET BY MAIL IN PERSON

ANSWERS TO QUESTIONS YOU MAY HAVE

If I support the Bell Atlantic-GTE merger, do I still need to vote FOR the
merger?

Yes! If you support the merger, you MUST actually vote your shares FOR the
proposal. If you take no action at all, it will be considered as a vote against
the merger. For the merger to be approved, a majority of all outstanding shares
must be voted FOR the merger. See your proxy card for instructions on how to
vote.

How will the merger benefit Bell Atlantic shareholders?

The proposed merger creates a powerful competitor in a dynamic, emerging
telecommunications market. The combined company will be one of the world's
premier telecommunications companies, providing what customers say they want --
one-stop shopping for the full range of telecommunications products and
services. Together, the companies will be able to achieve their strategic goals
more quickly than either could have achieved separately. As a shareholder, this
means you will have a stake in a company that is uniquely positioned to be a
formidable competitor in the global telecommunications market.

What will the dividend be on the combined company's common stock?

The combined company board will determine the dividend policy after the closing
of the merger. Bell Atlantic currently pays dividends at a rate of $1.54 per
share per year, and GTE currently pays dividends at a rate of $1.88 per share
each year. We expect the initial annualized dividend will be at least $1.54.
Given the exchange ratio of 1.22 shares of combined company common stock for
each share of GTE common stock, this dividend rate would be nearly identical to
the dividend that GTE shareholders now receive.

Should I send in my stock certificates now?

No. Bell Atlantic shareholders will not be required to exchange their stock
certificates. After the merger, your stock certificates will represent an
equal number of shares of the combined company.

Where can I find more information about the merger?

We encourage you to read carefully the joint proxy statement and prospectus. If
you have questions, you may call 1-800-645-2380. Bell Atlantic and GTE have also
created a website at www.mergerinfo.com

<PAGE>

Current Bell Atlantic and GTE:

Domestic Telecom Network*

[Map of the United States showing areas where Bell Atlantic and GTE own access
lines as well as path of the GTE National High-Speed Data Network]

Current Bell Atlantic and GTE:

International Market Presence*

[Map and list of countries where Bell Atlantic and GTE have a market presence]
<PAGE>

Current Bell Atlantic and GTE:

Domestic Wireless Network*

Map and list of countries indicating Bell Atlantic Cellular & PCS interests, GTE
Cellular & PCS interests, Bell Atlantic Cellular & GTE Cellular interests and
Bell Atlantic PCS and GTE Cellular interests

(*) Information for the combined company shows
the combination of Bell Atlantic's and GTE's
business interests on December 31, 1998.
Wireless information is adjusted to reflect
our percentage ownership interests in those
properties. This does not reflect any sales
or trades of overlapping wireless properties
that are likely to be required or that may
occur as a result of the merger, or GTE's
planned sale of non-strategic telephone
access lines. Similarly, it does not reflect
GTE's recently announced agreement to
purchase cellular properties in the Midwest,
any dissolutions of partnerships or any
future purchases or sales of properties by
Bell Atlantic or GTE.

VOTE
FOR
[X]

the merger to own a stake in the future of
telecommunications.

The combined company will be uniquely
positioned to grow and to capitalize on
opportunities in the global
telecommunications market.
<PAGE>

[GRAPHIC]

C O M M U N I C A T I O N S

W I R E L I N E

Vote FOR the merger to own a stake in

a company that will be uniquely positioned

to lead the telecommunications industry.

[LOGO] [LOGO]
BELL ATLANTIC GTE

Where to get more information about the merger:

The joint proxy statement and prospectus describes the merger in more detail.

If you have any questions, call 1-800-645-2380.

You may also visit our merger website at www.mergerinfo.com
<PAGE>

-----------------------
ADVERTISEMENT
-----------------------

[GRAPHIC]

OUR SHAREHOLDERS HAVE

NEVER STRUCK US AS THE TYPES

WHO LIKE TO TREAD WATER.

In the swift currents of telecommunications, staying put is the surest way to be
swept away. Which is why over the years, GTE and Bell Atlantic have carefully
capitalized on change, making them the solid investments they are today. Now,
we're entering into one of telecommunications' most far-reaching mergers ever.
Why make a change of this magnitude? And what does this mean to you? The answer
to both: Opportunity. At a time when our entire industry is being transformed,
this merger positions us for growth in exciting new areas. Areas best accessed
by a small group of global players. Bringing together GTE with Bell Atlantic
gets us into those growth areas now. Our business strengths and geographies
complement each other remarkably well. And by being able to offer a broad array
of services, we'll be able to serve our customers better. What you'll see when
we're joined together will be a resourceful, formidable competitor for years to
come. A company going places, that alone we couldn't have even dreamed of
before. We hope you'll join us.

[BELL ATLANTIC LOGO] [GTE LOGO]

www.mergerinfo.com

<PAGE>

---------------------
ADVERTISEMENT
---------------------

[GRAPHIC]

THINK OF US AS A GROWTH

STOCK IN PINSTRIPES.

Today, it seems you have a choice of two very different types of stocks: The
solid, dependable, long-term investments. Or dynamic-growth stocks, fueled by
new technologies. But what if you could have the best of both worlds? By
combining Bell Atlantic with GTE, we seek to offer shareholders just that. How?
The merger will create one of the world's premier telecommunications companies,
with extraordinary bandwidth. Immediately, this will create a huge growth
opportunity by matching GTE's national resources with Bell Atlantic's extensive
and data-hungry customer base in the Northeast. We'll also offer a widely
diverse range of products and services, including local, long distance, wireless
and Internet solutions. The result will be an entirely new dimension of value
for our investors. The opportunities will be there. Never have we been so well
equipped to capitalize on them.

[BELL ATLANTIC LOGO] [GTE LOGO]

www.mergerinfo.com
<PAGE>

-----------------------
ADVERTISEMENT
-----------------------

[GRAPHIC]

THE DIVIDENDS OF THIS

MERGER AREN'T

LIMITED TO OUR SHAREHOLDERS.

A merger that benefits investors? You read about that every day. A merger that
benefits customers, too? That's another story. But in fact, it's one of the
underlying reasons for Bell Atlantic partnering with GTE. It's really just good
business sense: Today, deregulation puts the major telecommunications companies
in competition over customer loyalties as never before. The companies that will
prosper will be the ones that offer greater product choice, technological
innovation, competitive pricing, and superior customer service. Together, Bell
Atlantic and GTE will have the combined skills, scope and size to do just that.
Because now we'll be able to leverage a much broader array of telecommunications
assets, services and expertise over a much wider geography for residential and
business customers alike. Our shareholders win as we grow revenues with our new
competitive muscle. Our customers win with quicker access to new technologies,
one-stop shopping and global reach. And how many investments offer that kind of
upside?

[BELL ATLANTIC LOGO] [GTE LOGO]

www.mergerinfo.com
<PAGE>

----------------------------------
BELL ATLANTIC INTERNET PROXY
----------------------------------

VOTE
BY NET IF YOU HAVE MORE THAN ONE PROXY CARD, PLEASE VOTE ONLY ONE CARD AT A
TIME.

[1] Enter the Voter Control Number that appears in the box on your
proxy card.
[ ]

[2] Enter the last 4 digits of your U.S. Taxpayer Identification
(Social Security) Number for this account.
[ ]
If you do not have a U.S. Taxpayer Identification Number for this
account, please leave this box blank.

IMPORTANT: FOR YOUR VOTE TO BE CAST, THE VOTER CONTROL NUMBER AND
THE LAST FOUR DIGITS OF THE U.S. TAXPAYER IDENTIFICATION (SOCIAL
SECURITY) NUMBER FOR THIS ACCOUNT MUST MATCH THE NUMBERS ON OUR
RECORDS.

[3] Enter your e-mail address to receive an e-mail confirmation of
your vote.
[ ]

Enter your e-mail address again for validation.
[ ]

Proceed
<PAGE>

BELL ATLANTIC CORPORATION

VOTE
BY NET WELCOME!

Name Line
Address Line
City, State Zip Line

-----------------------------
Source | Shares
-----------------------------
Share Source 1 |
Share Source 2 |
-----------------------------
Total: |
-----------------------------

Proceed

<PAGE>

Bell Atlantic Corporation

This Proxy is Solicited by the Board of Directors for the Annual Meeting of
Shareholders, Wednesday, May 19, 1999, 10:30 a.m., Local Time, at the Crown
Plaza Ravinia, 4355 Ashford-Dunwoody Road, Atlanta, Georgia.

The undersigned hereby appoints L.T. Babbio, Jr., J.G. Cullen, and F.V. Salerno,
and each of them, proxies, with the powers the undersigned would possess if
personally present, and with full power of substitution, to vote all common
shares held of record by the undersigned in Bell Atlantic Corporation, upon all
subjects that may properly come before the meeting, including the matters
described in the proxy statement furnished herewith, subject to any directions
indicated on this card. If no directions are given, the proxies will vote for
the election of the nominees for Director: L.T. Babbio, Jr., R.L. Carrion, J.G.
Cullen, L.J.R. de Vink, J.H. Gilliam, Jr., S.P. Goldstein, H.L. Kaplan, T.H.
Kean, E.T. Kennan, J.F. Maypole, J. Neubauer, T.H. O'Brien, E. Pfeiffer, H.B.
Price, R.L. Ridgway, F.V. Salerno, I.G. Seidenberg, W.V. Shipley, J.R. Stafford,
M. DeS. Webb and S. Young, and in accord with the Directors' recommendations on
the other subjects listed on this card and at their discretion on any other
matter that may properly come before the meeting or any adjournment thereof.

This card also constitutes your voting instructions for shares held of record
for your account in the Direct Invest Plan and, if shares are held in the same
name, shares held in the 1976 Bell Atlantic Employee Stock Ownership Plan,
Savings Plan for Salaried Employees, or Savings and Security Plan (Non-Salaried
Employees).

If you do not sign and return a proxy, vote by telephone or through the
Internet, or attend the meeting and vote by ballot, your shares cannot be voted,
nor your instructions followed, except that shares in the 1976 Bell Atlantic
Employee Stock Ownership Plan and the Saving Plans will be voted as described on
page II-7 of the proxy statement.

Directors Recommend a Vote
"FOR" all Nominees for Director.
"FOR" Proposals 2, 3 and 4.
"AGAINST" Proposals 5, 6, 7, 8 and 9.
================================================================================
Check this box to vote all proposals in accordance with the recommendations of
the Directors [_]

Directors Recommend a Vote "FOR" all Nominees for Director.

For All Nominees Withold
Except As Noted As To All
Below Nominees
1. Election of Directors. [_] [_]

Or, check the box for the Director(s) from whom you wish to withhold your vote:

<TABLE>
<S> <C> <C> <C>
[_] L.T. Babbio, Jr. [_] R.L Carrion [_] J.G. Cullen [_] L.J.R. de Vink
[_] J.H. Gilliam, Jr. [_] S.P. Goldstein [_] H.L. Kaplan [_] T.H. Kean
[_] E.T. Kennan [_] J.F. Maypole [_] J. Neubauer [_] T.H. O'Brien
[_] E. Pfeiffer [_] H.B. Price [_] R.L. Ridgway [_] F.V. Salerno
[_] I.G. Seidenberg [_] W.V. Shipley [_] J.R. Stafford [_] M. DeS. Webb
[_] S. Young
</TABLE>

<PAGE>

Directors Recommend a Vote "FOR" Proposals 2, 3 and 4.

For Against Abstain
2. Approval of Bell Atlantic Merger Proposal-- [_] [_] [_]
Charter Amendment and Issuance of Stock

For Against Abstain
4. Ratification of Independent Accountants [_] [_] [_]

For Against Abstain
3. Amendment to Stock Option Plan [_] [_] [_]

Directors Recommend a Vote "AGAINST" Proposals 5, 6, 7, 8 and 9.

For Against Abstain
5. Additional Compensation Information [_] [_] [_]

For Against Abstain
6. Executive Incentive Compensation [_] [_] [_]

For Against Abstain
7. Executive Severance Agreements [_] [_] [_]

For Against Abstain
8. Board Composition [_] [_] [_]

For Against Abstain
9. Director Stock Ownership [_] [_] [_]

================================================================================
Check the box for the options which apply to you.

[_] Eliminate duplicate Annual Reports.

To submit your vote please click the button below.
(Your vote will not be counted until the Submit Your Vote button is clicked.)

Submit Your Vote

<PAGE>

Bell Atlantic Corporation

[GRAPHIC] Your proxy vote has been recorded as follows:
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1. Election of Directors.

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2. Approval of Bell Atlantic Merger Proposal--Charter Amendment
and Issuance of Stock

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3. Ratification of Independent Accountants

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4. Amendment of Stock Option Plan

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5. Additional Compensation Information

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6. Executive Incentive Compensation

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7. Executive Severance Agreements

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8. Board Composition

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9. Director Stock Ownership

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Please review your vote. If this is incorrect, please use the Back
button on your browser, change your vote and resubmit. If this is
correct, please click the Proceed buttom.

Proceed

<PAGE>

Bell Atlantic Corporation

[GRAPHIC] Success! Your vote has been cast and will be tabulated by Boston
EquiServe, a division of EquiServe, within 24 hours.

To provide comments regarding online voting, click the Comments
button below.

Submit Comments

To change our address please click on the Proceed button below.

Proceed

You can now vote another Proxy Card, or go to the Bell Atlantic
Corporation homepage or the EquiServe homepage.

VOTE ANOTHER PROXY

<PAGE>

-----------------------------
MERGERINFO.COM WEBSITE
-----------------------------

[GTE LOGO] [BELL ATLANTIC LOGO]
The GTE-Bell Atlantic Merger

information [Graphic] voting
center GTE Shareholders
Joint Proxy Statement - Voting Methods
& Prospectus Bell Atlantic Shareholders
- Download and view - Voting Methods
our Joint Proxy
Statement and
Prospectus details
Questions & Answers Privacy
- Your Questions Answered Contact Us
1998 Annual Reports
- GTE 1998
Annual Report
- Bell Atlantic
Annual Report
Merger Brochure
- Interactive Presentation
- GTE Brochure
- Bell Atlantic Brochure

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

[GRAPHIC] info Merger Proxy Questions 1998 Annual Merger
center Home Statement & Answers Reports Brochure
-------------------------------------------------------------------
voting GTE Bell Atlantic
Shareholders Shareholders

Joint Proxy Statement & Prospectus

- --------------------------------------------------------------------------------
Get Acrobat | The Adobe Acrobat Reader is needed to view these files. Please
Reader [GRAPHIC]| download the latest version of this freeware.
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Joint Proxy Statement & Prospectus
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---------------- --------------------------
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[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

Questions & Answers

Q. Why are the companies proposing the merger?
A. The telecommunications industry continues to change dramatically as a result
of developments in technology, regulation, consumer needs and the range of
product offerings made possible by these changes. In this new environment, a
select group of national and international companies that offer a full range
of local and long distance, voice and data services will be the most
effective competitors in the telecommunications industry. We believe our
proposed merger will create a powerful competitor in this dynamic, emerging
market. When the merger is completed, you will have a stake in a company
that will be one of America's most competitive communications providers--one
of the largest local exchange carriers and wireless providers, as well as an
extremely well-positioned long distance provider.

Q. What will a shareholder receive when the merger occurs?
A. GTE Shareholders
A GTE shareholder will receive 1.22 shares of combined company common stock
in exchange for each share of GTE common stock owned. He or she will receive
cash instead of any resulting fraction of a share, in an amount reflecting
the market value of the fraction of a share. However, if a GTE shareholder
participates in the GTE Shareholder Systematic Investment Plan and is
entitled to receive a fraction of a share, that fraction of a share will be
credited to his or her plan account.

Example: If a GTE shareholder currently owns 10 shares of GTE common stock,
after the merger he or she will be entitled to receive 12 shares of combined
company common stock and a check for the market value of two-tenths of a
share.

Bell Atlantic Shareholders
After the merger, a Bell Atlantic shareholder will continue to hold the
shares he or she now owns. Those shares will represent the same number of
shares in the combined company. However, they will represent a smaller
proportion of the outstanding shares of the combined company.

Q. What will the dividend be on the combined company common stock?
A. Bell Atlantic currently pays dividends at a rate of $1.54 per share each
year, and GTE currently pays dividends at a rate of $1.88 per share each
year. The combined company board of directors will determine the dividend
policy following the merger. We expect that the initial annualized dividend
rate will be at least $1.54 per share. Given the exchange ratio of 1.22
shares of combined company common stock for each share of GTE common stock,
the combined company's dividend is expected to be nearly identical to the
dividend that GTE shareholders now receive.

Q. What are the federal income tax consequences of the merger?
A. In general, GTE shareholders will not be required to pay any federal income
tax as a result of the merger, except for taxes on cash they receive instead
of fractions of a share. The merger will be tax-free to GTE, Bell Atlantic
and Bell Atlantic shareholders for federal income tax purposes.

Q. Do shareholders have appraisal rights?
A. No. Under applicable law, neither GTE shareholders nor Bell Atlantic
shareholders have the right to receive an appraisal of the value of their
shares in connection with the merger.

Q. What do I need to do now?
A. Please vote your shares as soon as possible so that your shares will be
represented at the annual meeting. You may grant your proxy by signing your
proxy card and mailing it in the return envelope, by telephone or by the
Internet, or you may vote in person at the shareholder meeting.

Q. Should I send in my stock certificates now?
A. No. Soon after the merger is completed, we will mail GTE shareholders written
instructions explaining how to exchange their GTE certificates. Bell Atlantic
shareholders will not be required to exchange their stock certificates.

Q. Whom should I call if I have questions?
A. GTE shareholders who have questions about the merger or the GTE merger
proposal may call (800) 859-8509.

Bell Atlantic shareholders who have questions about the merger or the Bell
Atlantic merger proposal may call (800) 645-2380.

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

1998 Annual Reports

GTE 1998 Annual Report (1082k)
------------------------------

Bell Atlantic 1998 Annual Report (838k)
---------------------------------------

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

Merger Brochure

GTE Merger Brochure (141k)
--------------------------

Bell Atlantic Merger Brochure (141k)
------------------------------------

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

[GRAPHIC] info Merger Proxy Questions 1998 Annual Merger
Center Home Statement & Answers Meetings Brochure
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voting GTE Bell Atlantic
Shareholders Shareholders

GTE Shareholders

Please read the Joint Proxy Statement and Prospectus carefully, including the
section in Chapter I called "Risk Factors Relating to the Merger."

By the Internet - To grant your proxy to vote by the Internet, you must have
the control number printed on your proxy card. Follow the instructions below:

1. If your GTE shares are registered in your name and not held by a bank or
broker, please click the link below.

http://www.proxyvoting.com/gte/
-----------------------------

2. If your shares are not registered in your own name but are held by a
broker or other nominee, please click the link below.

http://www.proxyvote.com/
-------------------------

By Telephone -- You may use a toll-free telephone number to vote your proxy. To
vote by telephone, you must have your proxy card ready and follow the
instructions printed on your proxy card.

If your shares are not registered in your own name, your bank, broker or other
institution holding your shares may not offer telephone or internet proxy
voting. If your proxy card does not include telephone or Internet voting
instructions, please vote by mail or in person at the GTE Annual Meeting.

By Mail -- To vote by mail, please complete your proxy card, and sign, date and
return it in the postage paid envelope. To be valid, a returned proxy card must
be signed and dated.

Please do not return your proxy card if you are voting by telephone or Internet.

In Person -- If you attend the GTE Annual Meeting in person, you may vote your
shares by completing a ballot at the meeting.

- --------------------------------------------------------------------------------
Home|Proxy Statement|Questions & Answers
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---------------- --------------------------
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---------- -------

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

Bell Atlantic Shareholders
In addition to voting by mail or in person at the Bell Atlantic Annual Meeting,
you can also take advantage of two cost-effective and convenient ways to vote
your shares -- through the Internet or by using a touch-tone telephone.

Vote By Internet

If your shares are registered in your name:

1. Follow this link http://www.eproxyvote.com/bel
-----------------------------

2. Enter the 14-digit Voter Control Number located above your name and
address on the proxy card.

3. Follow on-screen instructions

If your shares are not registered in your name, but are held by a bank, broker,
or other nominee:

1. Follow this link http://www.proxyvote.com
------------------------

2. Follow on-screen instructions

Note: If you shares are not registered in your name, the bank, broker or other
nominee holding your shares may not offer Internet proxy voting. If your proxy
card does not include Internet voting instructions, please vote by mail.

Vote By Telephone (Touch-tone)

If your shares are registered in your name:

1. Call toll-free 1-877-PRX-VOTE (1-877-779-8683).

. Shareowners residing outside the United States can call
collect 1-201-536-8073 (there is no charge for this call).

2. Enter the 14-digit Voter Control Number located above your name and
address on the proxy card

3. Follow recorded instructions

If your shares are not registered in your name, but are held by a bank, broker,
or other nominee

1. Call toll-free 1-800-454-8683.

2. Enter the 12-digit Voter Control Number located on the left side of
the proxy form

3. Follow recorded instructions

Note: If your shares are not registered in your name, it is possible that the
bank, broker or other nominee holding your shares may not offer telephone proxy
voting. If your proxy card does not include telephone voting instructions,
please vote by mail.

If you vote your shares by the Internet or by using the Telephone, please do not
return your Proxy Card

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

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We want you to be aware of how we handle this information.

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GTE Corporation and Bell Atlantic Corporation respect your right to privacy, and
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While we gather this information, none of it is associated with you as an
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The mergerinfo.com web site may contain links to other web sites. Please be
aware that our privacy policy does not apply to these sites.

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

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Please select your topic of interest, then click Continue to go to the next
screen.

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The GTE-Bell Atlantic Merger

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<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

The GTE-Bell Atlantic Merger

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The GTE-Bell Atlantic Merger

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<PAGE>

----------------------------------------
BELL ATLANTIC INFORMATION AGENT SCRIPT
----------------------------------------

Shareholder
-----------
Communications Corporation

Thank you for calling regarding the proposed merger between Bell Atlantic and
GTE. This service provides information pertaining to the merger by using a
touch-tone telephone. If you would like to speak with a representative, you may
press zero at any time during this message. If you are using a rotary telephone,
please hold for further assistance.

To listen to general Merger information pertaining to Bell Atlantic and GTE,
please press one now.
(Go to section I)

To listen to a list of the most commonly asked questions and answers, press two
now.
(Go to section II)

<PAGE>

Shareholder
-----------
Communications Corporation

SECTION 1

The merger agreement provides for combining Bell Atlantic and GTE in a merger of
equals. After the merger is completed, GTE will become a wholly-owned subsidiary
of the combined company. In the merger, each share of GTE common stock
outstanding will be converted into the right to receive 1.22 shares of combined
company common stock. The merger will become effective when a certificate of
merger is filed with the Secretary of State of the State of New York. We intend
to file a certificate of merger as soon as is reasonably possible after we have
received the required shareholder and regulatory approvals.

To speak with a representative, press 0 now.
To return to the main menu, press 1 now.
To vote your shares, press 2 now.

<PAGE>

Shareholder
-----------
Communications Corporation

SECTION II

Q1: Why are the companies proposing the merger?
A1: The telecommunications industry continues to change dramatically as a
result of developments in technology, regulation, consumer needs and the
range of product offerings made possible by these changes. In this new
environment, a select group of national and international companies that
offer a full range of local and long distance, voice and data services
will be the most effective competitors in the telecommunications industry.
We believe our proposed merger will create a powerful competitor in this
dynamic, emerging market. When the merger is completed, the combined
company will be one of America's most competitive communications providers
-- one of the largest local exchange carriers and wireless providers, as
well as an extremely well-positioned long distance provider.

Q2: What will a Bell Atlantic shareholder receive when the merger occurs?
A2: After the merger, Bell Atlantic shareholders will continue to hold the same
shares held prior to the completion of the merger. They will represent the
same number of shares in the combined company. Those shares will represent
a smaller proportion of the outstanding shares of the combined company.

Q3: What will the dividend rate be on the combined company common stock?
A3: Bell Atlantic currently pays dividends at a rate of $1.54 per share each
year, and GTE currently pays dividends at a rate of $1.88 per share each
year. The combined company board of directors will determine the dividend
policy following the merger. We expect that the initial annualized dividend
rate will be at least $1.54 per share. Given the exchange ratio of 1.22
shares of combined company common stock for each share of GTE common stock,
the combined company's dividend rate is expected to be nearly identical to
the dividend that GTE shareholders now receive.

Q4: What are the federal income tax consequences of the merger?
A4: The merger will be tax-free to Bell Atlantic and Bell Atlantic shareholders
for federal income tax purposes.

Q5: Should I send in my stock certificates now?
A5: No. Bell Atlantic Shareholders will not be required to exchange their stock
certificates.

To speak with a representative, press 0 now.
To return to the main menu, press 1 now.
To vote your shares, press 2 now.

<PAGE>

Bell Atlantic -- 1999 Telephone Voting Script

Toll Free: 1-877-PRX-VOTE or 1-877-779-8683

1. Welcome to the electronic voting system. Please have your proxy card
available before voting.

2. Enter the Voter Control Number as it appears on the proxy card followed by
the pound sign.

3. Enter the last four digits of the U.S. taxpayer identification number for
this account followed by the pound sign.

4. The company you are voting is Bell Atlantic.

5. Your vote is subject to the same terms and authorizations as indicated on
the proxy card. It also authorizes the named proxies to vote according to the
instructions at the meeting of the stockholders.

6. To vote all proposals in accordance with the recommendations of the Board of
Directors, press 1. If you wish to vote on one proposal at a time, press 2.
If 1, go to 17.
If 2, go to 7.

7. The Board of Directors recommends a vote for the Election of All Directors.

8. Item #1, To vote for all nominees press 1. To withhold from all nominees
press 2. To withhold from individual nominees press 3.
If 1, go to 9.
If 2, go to 9.
If 3, go to Director Exception.

- -------------------------------------------------------------------------------

Director Exception
- ------------------

Using your proxy card, enter the 2-digit number of a nominee from whom you wish
to withhold your vote. When completed press 00.

If 00, go to 9.
If valid nominee number, go to Next Nominee.

Next Nominee

To withhold your vote from another nominee enter the 2-digit number next to the
nominee, or if you have completed voting on directors press 00.

If 00, go to 9.
If valid nominee number, go to Next Nominee.
<PAGE>

- -------------------------------------------------------------------------------

Director Exception (Cont'd)
- ---------------------------

Invalid Nominee Number

You have entered an invalid nominee number.

Go to next nominee

- --------------------------------------------------------------------------------

9. Item #2, The Board of Directors recommends a vote for the Approval of Bell
Atlantic Merger Proposal Charter Amendment and Issuance of Stock. To vote
for, press 1; against, press 2; abstain, press 3.
If 1, go to 10.
If 2, go to 10.
If 3, go to 10.

10. Item #3, The Board of Directors recommends a vote for the Ratification of
Independent Accountants. To vote for, press 1; against, press 2; abstain,
press 3.
If 1, go to 11.
If 2, go to 11.
If 3, go to 11.

11. Item #4, The Board of Directors recommends a vote for the Amendment to Stock
Option Plan. To vote for, press 1; against, press 2; abstain, press 3.
If 1, go to 12.
If 2, go to 12.
If 3, go to 12.

12. Item #5, The Board of Directors recommends a vote against the shareowner
proposal regarding Additional Compensation Information. To vote for, press
1; against, press 2; abstain, press 3.
If 1, go to 13.
If 2, go to 13.
If 3, go to 13.

13. Item #6, The Board of Directors recommends a vote against the shareowner
proposal regarding Executive Incentive Compensation. To vote for, press 1;
against, press 2; abstain, press 3.
If 1, go to 14.
If 2, go to 14.
If 3, go to 14.

14. Item #7, The Board of Directors recommends a vote against the shareowner
proposal regarding Executive Severance Agreements. To vote for, press 1;
against, press 2; abstain, press 3.
If 1, go to 15.
If 2, go to 15.
If 3, go to 15.

<PAGE>

15. Item #8, The Board of Directors recommends a vote against the shareowner
proposal regarding Board Composition. To vote for, press 1; against, press
2; abstain, press 3.
If 1, go to 16.
If 2, go to 16.
If 3, go to 16.

16. Item #9, The Board of Directors recommends a vote against the shareowner
proposal regarding Director Stock Ownership. To vote for, press 1; against,
press 2; abstain, press 3.
If 1, go to 17.
If 2, go to 17.
If 3, go to 17.

17. I will now summarize your vote. Please confirm your vote at the end of this
message.

- --------------------------------------------------------------------------------

(Playback the appropriate vote for this proxy card.)

Default Playback

You have voted with the recommendations of the board of directors.

Director Proposal Playback

For all nominees
Or
For all nominees except; #
Or
Withhold For all nominees

For/Against/Abstain Proposal Playback
Item # [For/Against/Abstain]

- --------------------------------------------------------------------------------

18. To confirm your vote, press 1. To cancel your vote, press 2.
If 1, go to 20.
If 2, go to 19.

19. Your vote has been canceled. Please call and try again or mark, sign, and
return your proxy card in the envelope provided. Thank you.

20. Your vote has been successfully recorded. It is not necessary for you to
mail your card. If you wish to vote another proxy card or change your vote
please hang up and call back. Thank you.

<PAGE>

- ------------------------------------------------------------------------------

No Key Pressed

Go to the same item (repeat three times), otherwise, go to Error.

Invalid Number

Go to the same item (repeat three times); otherwise, go to Error.

Error

We are unable to process your request at this time. Thank you for calling.

(Call ends.)

<PAGE>

[GTE LOGO] [BELL ATLANTIC LOGO]

NEWS RELEASE

FOR IMMEDIATE RELEASE Contacts:
April 14, 1999 Peter Thonis, GTE
972-507-5367
[email protected]

Susan Kraus, Bell Atlantic
212-395-2355
[email protected]

BELL ATLANTIC AND GTE OUTLINE
THEIR MERGER OF EQUALS IN MAILING TO SHAREOWNERS

COMPANIES ISSUE A JOINT PROXY STATEMENT AND SET ANNUAL MEETINGS
WHICH INCLUDE MERGER VOTES ON MAY 18 AND 19

NEW YORK and IRVING, Texas - The merger of equals between Bell Atlantic
Corp. (NYSE:BEL) and GTE Corp. (NYSE:GTE) will create one of the world's premier
providers of communications services in increasingly competitive local, national
and global markets, according to the joint proxy statement and prospectus that
the companies began mailing today to more than three million shareholders.

In the cover letter included in the front of the joint proxy statement and
prospectus, GTE Chairman and CEO Charles R. Lee and Bell Atlantic Chairman and
CEO Ivan Seidenberg say: "By combining, we will create a competitive national
communications provider with a full product line that can meet changing customer
requirements for additional capacity to access the Internet and other data
services, greater mobility, and national or even global reach. The combined
company will be able to grow more quickly and achieve greater success than
either of us could do on our own."
<PAGE>

Lee and Seidenberg note that "GTE's and Bell Atlantic's assets, markets,
operations and strengths are highly complementary." Based on current figures
and before adjusting for overlapping wireless properties, the combined company
would be:

. One of the nation's leading providers of both wired and wireless
communications, serving more than 60 million access lines and, following
GTE's purchase of certain Ameritech wireless properties, about 13
million wireless subscribers.

. One of the largest facilities-based long distance companies.

. One of the largest Internet backbone operators and a major provider of
related data and Internet services.

. The world's largest publisher of directory information, in both book and
on-line form.

. A major presence in international markets, with investments or
operations in more than 30 countries outside the U.S.

GTE and Bell Atlantic shareholders will vote on the merger at their annual
meetings, which will be held on May 18 and May 19, respectively, in Atlanta.
Information about the merger and other matters to be voted on at the companies'
annual meetings is included in the joint proxy statement and prospectus.

The joint proxy statement and prospectus is being posted at
www.mergerinfo.com, the companies' merger Web site. Shareowners can grant their
proxy to vote their shares by mail, by telephone or by the Internet. They may
also vote in person at the annual meeting. Instructions on voting shares and
links to Internet voting sites can be found at www.mergerinfo.com.

Bell Atlantic and GTE announced in July 1998 that they planned a merger of
equals. To date, more than half of the 50 state public utility commissions have
either approved the merger or declined to assert jurisdiction over it.
Regulators in other states and federal regulators are currently considering the
merger.

####