<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
-------------
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the years ended December 31, 1998 and 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-8606
-------------
Bell Atlantic Savings Plan
for Salaried Employees
--------
-------------
Bell Atlantic Corporation
1095 Avenue of the Americas, New York, New York 10036
[LOGO]
<PAGE>
BELL ATLANTIC SAVINGS PLAN
For SALARIED EMPLOYEES
As of December 31, 1998 and 1997
TABLE OF CONTENTS
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan* Benefits as of
December 31, 1998 and 1997 2-3
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1998 and 1997 4-5
Notes to Financial Statements 6-28
Signature Page 29
- ----------
*This and certain other capitalized terms used but not defined herein shall have
their respective meanings as defined in the Plan Prospectus.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Corporate Employees' Benefits
Committee of Bell Atlantic Corporation:
We have audited the accompanying Statement of Net Assets Available for Plan
Benefits of the Bell Atlantic Savings Plan for Salaried Employees (the "Plan")
as of December 31, 1998, and the related Statement of Changes in Net Assets
Available for Plan Benefits for the year then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of the Plan as of December 31, 1997 were audited by other
auditors, whose report dated April 14, 1998, expressed an unqualified opinion on
those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Bell
Atlantic Savings Plan for Salaried Employees as of December 31, 1998, and the
changes in its net assets available for plan benefits for the year then ended,
in conformity with generally accepted accounting principles.
/s/ Mitchell & Titus, LLP
New York, New York
June 11, 1999
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------------
BELL GOVERNMENT PASSIVE US
ATLANTIC MONEY EQUITY
SHARES TELECOMMUNICATIONS MARKET INDEX INCOME LOAN
FUND FUND FUND FUND FUND FUND
------------- --------------------- ------------ ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 2,035,601 $ 253,335 $ 117,154 $ 1,946,428 $ 1,267,064 $ -
Temporary cash investments - - - 1,696 - -
Bell Atlantic Corporation common shares - - - - - -
------------- --------------------- ------------ ------------- ------------ -----------
Total investments 2,035,601 253,335 117,154 1,948,124 1,267,064 -
Receivables:
Participants' contributions 215 - 10 284 60 -
Loan repayments 82 - 2 84 18 (232)
Transfers from NTD Plan 3,295 - 38,736 9,446 1,841 -
Loans to participants - - - - - 149,154
Dividends and interest receivable - - - 7 - -
------------- --------------------- ------------ ------------- ------------ -----------
Total receivables 3,592 - 38,748 9,821 1,919 148,922
------------- --------------------- ------------ ------------- ------------ -----------
Total assets 2,039,193 253,335 155,902 1,957,945 1,268,983 148,922
------------- --------------------- ------------ ------------- ------------ -----------
LIABILITIES:
Notes payable (Note 7) - - - - - -
------------- --------------------- ------------ ------------- ------------ -----------
Total liabilities - - - - - -
------------- --------------------- ------------ ------------- ------------ -----------
Net assets available for plan
benefits (Notes 1 and 2) $ 2,039,193 $ 253,335 $ 155,902 $ 1,957,945 $ 1,268,983 $ 148,922
============= ===================== ============ ============= ============ ===========
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------
EMPLOYEE STOCK PASSIVE
OWNERSHIP PLAN INTERNATIONAL ACTIVE U.S. U.S.
-------------------------- PAYSOP EQUITY INDEX EQUITY BALANCED
ALLOCATED UNALLOCATED FUND FUND FUND FUND
------------ ------------- ---------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 1,213,140 $ - $ 81,892 $ 100,594 $ 143,284 $ 97,366
Temporary cash investments - - - - 125 85
Bell Atlantic Corporation common shares - 869,303 - - - -
------------ ------------ ---------- ------------- ------------ -----------
Total investments 1,213,140 869,303 81,892 100,594 143,409 97,451
Receivables:
Participants' contributions - - - 17 47 22
Loan repayments - - - 4 12 5
Transfers from NTD Plan - - - 1,777 5,181 6,124
Loans to participants - - - - - -
Dividends and interest receivable - - - - 1 -
------------ ------------ ---------- ------------- ------------ -----------
Total receivables - - - 1,798 5,241 6,151
------------ ------------ ---------- ------------- ------------ -----------
Total assets 1,213,140 869,303 81,892 102,392 148,650 103,602
------------ ------------ ---------- ------------- ------------ -----------
LIABILITIES:
Notes payable (Note 7) - 554,517 - - - -
------------ ------------ ---------- ------------- ------------ -----------
Total liabilities - 554,517 - - - -
------------ ------------ ---------- ------------- ------------ -----------
Net assets available for plan
benefits (Notes 1 and 2) $ 1,213,140 $ 314,786 $ 81,892 $ 102,392 $ 148,650 $ 103,602
============ ============ ========== ============= ============ ===========
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
ACTIVE U.S. BOND
GLOBAL INTERNATIONAL U.S. SMALL MARKET
BALANCED EQUITY CAPITALIZATION INDEX
FUND FUND FUND FUND TOTAL
------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at market (see Notes 2 and 3):
Allocated Share of Master Trust net assets $ 57,949 $ 42,077 $ 101,430 $ 206,298 $ 7,663,612
Temporary cash investments 51 37 88 - 2,082
Bell Atlantic Corporation common shares - - - - 869,303
------------ ------------- ------------ ------------- ------------
Total investments 58,000 42,114 101,518 206,298 8,534,997
Receivables:
Participants' contributions 17 16 36 23 747
Loan repayments 5 4 9 7 -
Transfers from NTD Plan 1,809 1,479 4,650 4,694 79,032
Loans to participants - - - - 149,154
Dividends and interest receivable - - 1 - 9
------------ ------------- ------------ ------------- ------------
Total receivables 1,831 1,499 4,696 4,724 228,942
------------ ------------- ------------ ------------- ------------
Total assets 59,831 43,613 106,214 211,022 8,763,939
------------ ------------- ------------ ------------- ------------
LIABILITIES:
Notes payable (Note 7) - - - - 554,517
------------ ------------- ------------ ------------- ------------
Total liabilities - - - - 554,517
------------ ------------- ------------ ------------- ------------
Net assets available for plan
benefits (Notes 1 and 2) $ 59,831 $ 43,613 $ 106,214 $ 211,022 $ 8,209,422
============ ============= ============ ============= ============
</TABLE>
See notes to financial statements.
2
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------
Short-
Bell Government Term U.S. Bond U.S. International
Atlantic Money Fixed Market Equity Equity
Shares Market Income Index Index Index Loan
Fund Fund Fund Fund Fund Fund Fund
---------- -------- ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, net (Note 4) $ 969,172 $ 91,516 $ 503,424 $ 52,415 $ 616,986 $ 90,691 $ 48,620
Allocations and contributions receivable 5 - - - - - -
Fund, plan and other transfers receivable-net 663 42 - - 964 - 265
Prepaid expenses - - - - - - -
---------- -------- ---------- --------- ---------- --------- ---------
Total assets 969,840 91,558 503,424 52,415 617,950 90,691 48,885
---------- -------- ---------- --------- ---------- --------- ---------
LIABILITIES:
Notes payable (Note 5) - - - - - - -
Accrued interest - - - - - - -
Fund, plan and other transfers payable - net - - 186 173 - 255 -
Administrative expenses payable 47 3 5 30 67 4 -
---------- -------- ---------- --------- ---------- --------- ---------
Total liabilities 47 3 191 203 67 259 -
---------- -------- ---------- --------- ---------- --------- ---------
Net assets available for Plan benefits (Note 3) $ 969,793 $ 91,555 $ 503,233 $ 52,212 $ 617,883 $ 90,432 $ 48,885
========== ======== ========== ========= ========== ========= =========
<CAPTION>
Non-Participant
Directed
----------------------
Bell ESOP
Atlantic Unallocated
Shares Shares
Fund Fund Total
--------- --------- -----------
<S> <C> <C> <C>
ASSETS:
Investments, net (Note 4) $ 540,169 $ 329,914 $ 3,242,907
Allocations and contributions receivable 5,205 - 5,210
Fund, plan and other transfers receivable-net 160 - 2,094
Prepaid expenses - 317 317
--------- --------- -----------
Total assets 545,534 330,231 3,250,528
--------- --------- -----------
LIABILITIES:
Notes payable (Note 5) - 227,978 227,978
Accrued interest - 8,427 8,427
Fund, plan and other transfers payable - net - - 614
Administrative expenses payable 26 2 184
--------- --------- -----------
Total liabilities 26 236,407 237,203
--------- --------- -----------
Net assets available for Plan benefits (Note 3) $ 545,508 $ 93,824 $ 3,013,325
========= ========= ===========
</TABLE>
See notes to financial statements.
3
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------------------------
BELL GOVERNMENT PASSIVE US
ATLANTIC MONEY EQUITY
SHARES TELECOMMUNICATIONS MARKET INDEX Income Loan
FUND FUND FUND FUND FUND FUND
------------ ---------------------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 27,364 $ - $ 3,691 $ 48,773 $ 18,988 $ -
Interfund transfers (62,959) (1,256) 25,511 (76,107) 46,586 -
Plan transfers-in 17,483 298 38,794 2,588 2,990 -
Plan transfer in from Nynex 850,536 199,638 8,882 1,195,147 736,892 83,009
Tranfer in from PAYSOP (Note 1) - - - - - -
Rollover contributions 396 - 147 569 141 -
Employing company contributions (Note 1) 448 - 28 - - -
Loans to participants (16,381) (464) (867) (18,480) (8,175) 49,951
Transfer for loan repayments 11,262 - 961 9,404 5,669 (32,923)
------------ ---------------------- ------------ ------------ ------------ ---------
Total allotments, contributions,
and transfers 828,149 198,216 77,147 1,161,894 803,091 100,037
Investment income:
Dividends/Interest 57,100 - - - - -
Allocated share of Master Trust investment
activities (Note 3) 257,061 61,540 4,874 274,469 53,094 -
------------ ---------------------- ------------ ------------ ------------ ---------
Total additions 1,142,310 259,756 82,021 1,436,363 856,185 100,037
------------ ---------------------- ------------ ------------ ------------ ---------
Deductions:
Administrative expenses 948 107 108 685 821 -
Distributions to participants 71,962 6,314 17,523 94,725 88,906 -
Plan transfers-out - - 43 891 708 -
Interest on note - - - - - -
---------- -------------------- ---------- ---------- ---------- --------
Total deductions 72,910 6,421 17,674 96,301 90,435 -
---------- -------------------- ---------- ---------- ---------- --------
Net increase 1,069,400 253,335 64,347 1,340,062 765,750 100,037
Net assets available for plan benefits:
Beginning of year 969,793 - 91,555 617,883 503,233 48,885
------------ ---------------------- ------------ ------------ ------------ ---------
End of year (Notes 1 and 2) $ 2,039,193 $ 253,335 $ 155,902 $ 1,957,945 $ 1,268,983 $148,922
============ ====================== ============ ============ ============ =========
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------------
EMPLOYEE STOCK PASSIVE
OWNERSHIP PLAN INTERNATIONAL ACTIVE U.S.
------------------------- PAYSOP EQUITY INDEX U.S. EQUITY BALANCED
ALLOCATED UNALLOCATED FUND FUND FUND FUND
----------- ------------ --------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ - $ - $ - $ 3,515 $ 6,236 $ 3,135
Interfund transfers (5,989) - - (12,507) 18,337 27,211
Plan transfers-in 798 - 310 2,055 265 190
Plan transfer in from Nynex 479,898 133,958 - 3,815 125,162 67,391
Tranfer in from PAYSOP (Note 1) - - 78,227 - - -
Rollover contributions - - - 19 228 69
Employing company contributions (Note 1) 45,824 91,117 - - - -
Loans to participants (652) - - (697) (1,270) (518)
Transfer for loan repayments 228 - - 639 1,472 608
----------- ------------ ---------- ------------- ----------- -----------
Total allotments, contributions,
and transfers 520,107 225,075 78,537 (3,161) 150,430 98,086
Investment income:
Dividends/Interest 24,602 25,894 2,758 - - -
Allocated share of Master Trust investment
activities (Note 3) 172,501 108,814 10,856 19,157 4,336 12,211
----------- ------------ ---------- ------------- ----------- -----------
Total additions 717,210 359,783 92,151 15,996 154,766 110,297
----------- ------------ ---------- ------------- ----------- -----------
Deductions:
Administrative expenses 278 37 10 226 240 129
Distributions to participants 49,088 85,587 10,197 3,769 5,758 6,493
Plan transfers-out 212 - 52 41 118 73
Interest on note - 53,197 - - - -
--------- ---------- --------- ----------- --------- ---------
Total deductions 49,578 138,821 10,259 4,036 6,116 6,695
--------- ---------- --------- ----------- --------- ---------
Net increase 667,632 220,962 81,892 11,960 148,650 103,602
Net assets available for plan benefits:
Beginning of year 545,508 93,824 - 90,432 - -
----------- ------------ ---------- ------------- ----------- -----------
End of year (Notes 1 and 2) $ 1,213,140 $ 314,786 $ 81,892 $ 102,392 $ 148,650 $ 103,602
=========== ============ ========== ============= =========== ===========
<CAPTION>
----------------------------------------------------------------
ACTIVE U.S. BOND
GLOBAL INTERNATIONAL U.S. SMALL MARKET
BALANCED EQUITY CAPITALIZATION INDEX
FUND FUND FUND FUND TOTAL
---------- --------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
Additions:
Allotments, Contributions and Transfers:
Employee allotments $ 1,529 $ 1,476 $ 4,602 $ 2,794 $ 122,103
Interfund transfers (6,096) (6,261) 19,276 34,254 -
Plan transfers-in 1,898 1,523 138 4,813 74,143
Plan transfer in from Nynex 55,793 42,889 92,436 115,782 4,191,228
Tranfer in from PAYSOP (Note 1) - - - - 78,227
Rollover contributions 29 42 92 27 1,759
Employing company contributions (Note 1) - - - - 137,417
Loans to participants (304) (329) (808) (1,006) -
Transfer for loan repayments 397 397 1,059 827 -
---------- ----------- ------------- ---------- ------------
Total allotments, contributions,
and transfers 53,246 39,737 116,795 157,491 4,604,877
Investment income:
Dividends/Interest - - - - 110,354
Allocated share of Master Trust investment
activities (Note 3) 8,436 5,720 (6,135) 9,898 996,832
---------- ----------- ------------- ---------- ------------
Total additions 61,682 45,457 110,660 167,389 5,712,063
---------- ----------- ------------- ---------- ------------
Deductions:
Administrative expenses 101 100 221 58 4,069
Distributions to participants 1,704 1,714 4,100 8,501 456,341
Plan transfers-out 46 30 125 20 2,359
Interest on note - - - - 53,197
-------- --------- ----------- --------- ----------
Total deductions 1,851 1,844 4,446 8,579 515,966
-------- --------- ----------- --------- ----------
Net increase 59,831 43,613 106,214 158,810 5,196,097
Net assets available for plan benefits:
Beginning of year - - - 52,212 3,013,325
---------- ----------- ------------- ---------- ------------
End of year (Notes 1 and 2) $ 59,831 $ 43,613 $ 106,214 $ 211,022 $ 8,209,422
========== =========== ============= ========== ============
</TABLE>
See notes to financial statements.
4
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------
Short-
Bell Government Term U.S. Bond U.S. International
Atlantic Money Fixed Market Equity Equity
Shares Market Income Index Index Index Loan
Fund Fund Fund Fund Fund Fund Fund
---------- -------- ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for Plan benefits,
December 31, 1996 $ 741,136 $ 88,382 $ 501,834 $ 42,017 $ 433,288 $ 83,529 $ 42,409
---------- -------- ---------- --------- ---------- --------- ---------
Employees contributions 23,355 3,643 16,307 3,248 29,586 8,929 -
Employing company contributions and allocations - - - - - - -
Transfer of ESOP shares and participants'
balances - net (60,654) 7,154 7,064 6,014 61,455 2,826 4,882
---------- -------- ---------- --------- ---------- --------- ---------
Total allocations, contributions and transfers (37,299) 10,797 23,371 9,262 91,041 11,755 4,882
Allocated share of Master Trust net investment
activities (Note 4) (37,050) 1,110 5,868 582 5,587 (6,640) 570
Dividends on Bell Atlantic Common Shares 21,534 - - - - - -
Other Dividends - - - - 7,110 151 -
Interest - 3,876 11,924 126 12 - 3,023
Net appreciation in value of investments 347,647 - 14,514 3,487 121,037 10,745 -
---------- -------- ---------- --------- ---------- --------- ---------
Net additions 294,832 15,783 55,677 13,457 224,787 16,011 8,475
---------- -------- ---------- --------- ---------- --------- ---------
Less: Distributions to participants 65,516 12,515 53,821 3,227 39,891 9,027 1,999
Interest expense - - - - - - -
Amortization of capitalized ESOP expenses - - - - - - -
Administrative expenses 659 95 457 35 301 81 -
---------- -------- ---------- --------- ---------- --------- ---------
Total deductions 66,175 12,610 54,278 3,262 40,192 9,108 1,999
---------- -------- ---------- --------- ---------- --------- ---------
Net assets available for Plan benefits,
December 31, 1997 (Note 3) $ 969,793 $ 91,555 $ 503,233 $ 52,212 $ 617,883 $ 90,432 $ 48,885
========== ======== ========== ========= ========== ========= =========
<CAPTION>
Non-Participant
Directed
----------------------
Bell ESOP
Atlantic Unallocated
Shares Shares
Fund Fund Total
--------- --------- -----------
<S> <C> <C> <C>
Net assets available for Plan benefits,
December 31, 1996 $ 367,351 $ 12,409 $ 2,312,355
--------- --------- -----------
Employees contributions - - 85,068
Employing company contributions and allocations - 70,011 70,011
Transfer of ESOP shares and participants'
balances - net 42,348 (38,327) 32,762
--------- --------- -----------
Total allocations, contributions and transfers 42,348 31,684 187,841
Allocated share of Master Trust net investment
activities (Note 4) (14,271) (17,140) (61,384)
Dividends on Bell Atlantic Common Shares 16,151 8,572 46,257
Other Dividends - - 7,261
Interest - 362 19,323
Net appreciation in value of investments 174,455 96,327 768,212
--------- --------- -----------
Net additions 218,683 119,805 967,510
--------- --------- -----------
Less: Distributions to participants 40,155 - 226,151
Interest expense - 38,184 38,184
Amortization of capitalized ESOP expenses - 158 158
Administrative expenses 371 48 2,047
--------- --------- -----------
Total deductions 40,526 38,390 266,540
--------- --------- -----------
Net assets available for Plan benefits,
December 31, 1997 (Note 3) $ 545,508 $ 93,824 $ 3,013,325
========= ========= ===========
</TABLE>
See notes to financial statements.
5
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. DESCRIPTION
The following description of the Bell Atlantic Savings Plan for
Salaried Employees (the "BASP") provides only general information on
the BASP's provisions as of December 31, 1998. Participants should
refer to the Benefits Handbook, BASP plan document and prospectus for a
more complete description of BASP's provisions.
The BASP* was established by Bell Atlantic Corporation on January 1,
1984 to provide a convenient way for salaried employees to save on a
regular and long-term basis. The BASP is a defined contribution plan
covering all regular full-time and part-time salaried employees of Bell
Atlantic and its participating subsidiaries. Employees are eligible to
make tax-deferred or after-tax contributions to the BASP and to receive
matching employer contributions, upon completion of enrollment in the
plan as soon as practicable following the date of hire. The BASP is
also characterized as an employee stock ownership plan ("ESOP").
MERGER OF THE PLAN
In August 1997, Bell Atlantic Corporation merged with NYNEX Corporation
(the "Merger") to form the new Bell Atlantic Corporation ("Bell
Atlantic"). From the time of the Merger to June 30, 1998 the Bell
Atlantic Savings Plan for Bell Atlantic North Salaried Employees
("Former North Plan") and the BASP continued as separate plans with
different investment funds. Beginning January 1, 1998 the plans, though
remaining separate, offered the same investment funds (See below for a
description of the funds). On July 1, 1998 the Former North Plan was
merged into the BASP. The assignment of a new unit value was assigned
to some of the new plan's investment funds. The assignment of the new
unit values did not change the value of the participant's contribution
in each fund or the value of the participant's total savings plan
account.
ALLOTMENTS AND CONTRIBUTIONS
Eligible employees may authorize basic contributions of 1% to 6% of
salary, as defined, and supplementary contributions up to an additional
10% of salary. For employees of Bell Atlantic and most of its
participating subsidiaries, Bell Atlantic makes employer matching
contributions in an amount equal to 83 1/3% of basic contributions.
Certain participating subsidiaries make employer matching contributions
ranging from 50% to 83 1/3% of basic contributions. Certain
participating subsidiaries also make annual discretionary employer
contributions which are based, in part, on the individual subsidiary's
financial performance or other business results. Contributions are
subject to applicable rules set forth in the Internal Revenue Code (the
"Code") and the regulations thereunder.
- ----------
*Certain other capitalized terms used but not defined herein shall have their
respective meanings as defined in the BASP Prospectus.
6
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The BASP provides for 100% vesting of employer matching contributions
upon attaining three years of service. A terminated employee's unvested
employer matching contributions are forfeited and offset against the
participating companies' obligation to make subsequent contributions to
the BASP. Forfeitures were $901 and $356 in 1998 and 1997,
respectively.
LOANS
The BASP includes an employee loan provision authorizing participants
to borrow an amount from their vested account balances in the BASP.
Loans are generally repaid by payroll deductions. The term of repayment
for loans generally will not be less than six months nor more than
fifteen years. Each new loan will bear interest at a rate based upon
the prime for loans up to sixty months and the prime plus one for loans
from sixty-one to one hundred eighty months as published in The Wall
Street Journal.
TERMINATION PRIORITIES
Although it has not expressed any intent to do so, Bell Atlantic has
the right under the BASP to discontinue all employer matching
contributions at any time and to terminate the BASP subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"). In the event of plan termination, participants
would become 100% vested in their accounts.
FUND OPTIONS
Participants are able to invest in one or more combinations of the
following funds (referred to herein individually as a "Fund" and
collectively as the "Funds"): Bell Atlantic Shares Fund,
Telecommunications Fund, U.S. Bond Market Index Fund, Passive U.S.
Equity Index Fund, Government Money Market Fund, Income Fund, Passive
International Equity Index Fund, U.S. Balanced Fund, Global Balanced
Fund, Active U.S. Equity Fund, Active International Equity Fund and the
U.S. Small Capitalization Fund. The ESOP and Bell Atlantic Employee
Stock Ownership Plan (the "PAYSOP") component of the BASP is described
below.
Beginning in 1998, these seven fund options were newly offered by
the BASP:
- Income Fund
- U.S. Balanced Fund
- Global Balanced Fund
- Passive U.S. Equity Index Fund
- Active U.S. Equity Fund
- U.S. Small Capitalization Fund
- Active International Equity Fund
The Bell Atlantic Shares Fund invests primarily in the common stock of
Bell Atlantic. The Former North Plan's NYNEX Shares Fund investments
were converted to Bell Atlantic shares as of the date of the Merger.
The Former North Plan's Bell Atlantic Shares Fund was combined with the
BASP Bell Atlantic Shares Fund on July 1, 1998.
Continued
7
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The Former North Plan's Telecommunications Fund portfolio is comprised
of investments in twenty-five North American telephone utility and
telecommunications companies each with a minimum market value of
approximately $1 billion at December 31, 1998. Effective January 1,
1998, the Telecommunications Fund was no longer open to new
investments. Participants who did not elect a new investment direction
had their contributions automatically directed to the Passive U.S.
Equity Index Fund. Also effective January 1, 1998, transfers of
participant existing balances into the Telecommunications Fund were
prohibited. Dividends, including stock dividends of the
Telecommunications Fund, will be reinvested in the Fund. Participants
will be allowed to move money out of the Fund at any time. On July 1,
1998 the Fund became part of the BASP as a result of the Merger with
the Former North Plan. The Fund is a market weighted index fund and is
managed by Bell Atlantic Asset Management Company ("BAAMCO").
Effective January 1, 1998, the Former North Plan's Government
Obligations Fund was no longer offered as a Fund selection. Any
balances in the Fund were automatically transferred to the U.S. Bond
Market Index Fund along with any investment directions designated to
the Government Obligations Fund. To accomplish this automatic transfer,
some of the Government Obligations Fund's assets were held in shorter
maturity government instruments beginning in December 1997. The U.S.
Bond Market Index Fund includes all U.S. Treasury,
government-sponsored, mortgaged-backed, asset-backed and
investment-grade corporate bonds, with at least one year maturity and
at least $100 million outstanding. The Fund may use interest rate
futures and various other kinds of derivatives to adjust portfolio
duration or as interest rate hedges. The Fund is managed by Barclays
Global Investors, N.A.
On January 1, 1998 the Former North Plan's Diversified Equity Portfolio
was renamed the Passive U.S. Equity Index Fund and became the successor
fund to the BASP's U.S. Equity Index Fund. Any assets in the U.S.
Equity Index Fund not designated for transfer to another Fund by BASP
participants by December 31, 1997 were automatically transferred to the
Passive U.S. Equity Index Fund. Effective January 1, 1998 the U.S.
Equity Index Fund ceased to exist. The Passive U.S Equity Index Fund
invests in an equity index fund which is managed by BAAMCO. This Fund
is principally a portfolio of common stocks and is structured and
maintained with the objective of providing investment results which
approximate the overall performance of the common stocks included in
the Standard and Poors Composite Index of 500 stocks.
The Government Money Market Fund invests in securities of the U.S.
government or its agencies, obligations guaranteed or insured by the
U.S. government and repurchase agreements that use these securities as
collateral. The average maturity of the securities in the Fund
generally will be thirty to sixty days, but may vary from one to ninety
days. The Fund may use interest rate futures for cash management
purposes or to adjust the average duration of the portfolio. The Fund
is managed by Bankers Trust Company.
Continued
8
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
On January 1, 1998 the Former North Plan's Interest Income Fund was
renamed the Income Fund. Any assets in the BASP's Short-Term Fixed
Income Fund not designated for transfer to another fund by BASP
participants by December 31, 1997 were automatically transferred to the
Income Fund. Effective January 1, 1998 the Short-Term Fixed Income Fund
ceased to exist. The Income Fund invests primarily in a diversified
portfolio of guaranteed investment contracts ("GICs") issued by
insurance companies. Some of the assets of the Fund are also invested
in pools of asset-backed securities, corporate bonds, and obligations
of the United States Government and its agencies ("Synthetic Investment
Contract"). As an integral part of the purchase of each pool of these
investments, a financial institution, via a wrapper contract, agrees to
pay at book value for qualified distributions (e.g. participant
withdrawals) and at maturity of the contract, based on the agreed upon
interest rate for the relevant time period but not in the event of a
default of any security in the pool. The BASP is exposed to credit risk
in the event of nonperformance by the entities for which the contracts
are placed. The BASP seeks to minimize credit risk by diversifying
among a group of GIC issuers and other financial institutions which
meet certain investment criteria established by BAAMCO. These contracts
guarantee (i) a fixed rate of interest for a fixed period of time or
(ii) a fixed rate of interest for an indefinite period of time. Such
interest is not guaranteed by any of the Employing Companies. The Fund
is managed by BAAMCO. (For further discussion of this Fund see Note 2).
On January 1, 1998 the BASP's International Equity Index Fund was
renamed the Passive International Equity Index Fund. The Passive
International Equity Index Fund has investments that mirror the
MSCI-EAFE-GDP, which is an index established by Morgan Stanley Dean
Witter, comprised of approximately 1,000 companies from twenty of the
largest countries outside of the United States, including Japan,
Germany and the United Kingdom. The weighting of each country in the
index is based upon its GDP, which is a measure of domestic economic
output. The Fund is managed by Barclays Global Investors, N.A.
In addition to the Passive U.S. Equity Index Fund, each of the
following five Funds invest in the assets of unitized investment
advisor account(s) of the Bell Atlantic Master Trust ("Master Trust"),
as designated by BAAMCO: U.S. Balanced Fund, Global Balanced Fund,
Active U.S. Equity Fund, Active International Equity Fund, and the U.S.
Small Capitalization Fund.
On January 1, 1998 the Former North Plan's U.S. Balanced Fund became
available to participants in the BASP. The U.S. Balanced Fund invests
primarily in domestic stocks and bonds. The fixed income portion of the
Fund may invest a small portion of its assets in issues of
international agencies, foreign governments, their agencies and foreign
corporations. The Fund targets approximately 60% in stocks and 40% in
bonds. As of December 31, 1998, BAAMCO had selected the following
unitized investment advisor account(s) of the Master Trust ("Master
Trust pooled accounts") for the Fund: Barrow,
Continued
9
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
Hanley, Mewhinney & Strauss, Inc., Equinox Capital Management, LLC,
Fidelity Management Trust Company, Franklin Portfolio Associates, Inc.,
Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management
Co., Independence Investment Associates, Inc., Miller Anderson &
Sherrerd, LLP, Palisade Capital Management, L.L.C., Provident
Investment Counsel, State Street Research and Management Company,
Transamerica Investment Services, Trinity Investment Management
Corporation, and Wilshire Associates Inc.
On January 1, 1998 the Former North Plan's Global Balanced Fund became
available to participants in the BASP. The Global Balanced Fund invests
in the world's capital markets, primarily in equity and fixed income
instruments. The Fund is diversified and has representation in a
variety of countries, from those of the most mature and developed
nations to those still in their developmental stages (generally
referred to as emerging market countries). The Fund may invest in large
or small capitalization stocks. The Global Balanced Fund typically
targets 75% of its investments for the domestic market and 25% for the
foreign market, and approximately 70% in stocks and 30% in bonds.
Emerging markets investments are targeted at 4% of the total Fund. As
of December 31, 1998, BAAMCO had selected the following Master Trust
pooled accounts for the Fund: Barrow, Hanley, Mewhinney & Strauss,
Inc., Capital Guardian Trust Company, Equinox Capital Management, LLC,
Fidelity Management Trust Company, Franklin Portfolio Associates, Inc.,
Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management
Co., Independence Investment Associates, Inc., Miller Anderson &
Sherrerd, LLP, Morgan Stanley Asset Management, Morgan Stanley
International, Northern Cross Investments, Ltd., Palisade Capital
Management, L.L.C., Provident Investment Counsel, Rogge Global
Partners, PLC, State Street Global Advisors, State Street Research and
Management Company, Transamerica Investment Services, Trinity
Investment Management Corporation, and Wilshire Associates Inc.
On January 1, 1998 the Former North Plan's Active U.S. Equity Fund
became available to participants in the BASP. The Active U.S. Equity
Fund invests primarily in domestic common stocks. As of December 31,
1998, BAAMCO had selected the following Master Trust pooled accounts
for the Fund: Barrow, Hanley, Mewhinney & Strauss, Inc., Equinox
Capital Management, LLC, Fidelity Management Trust Company, Franklin
Portfolio Associates, Inc., Gardner Lewis Asset Management, L.P.,
Goldman Sachs Asset Management Co., Independence Investment Associates,
Inc., Miller Anderson & Sherrerd, LLP, Palisade Capital Management,
L.L.C., Provident Investment Counsel, Transamerica Investment Services,
Trinity Investment Management Corporation, and Wilshire Associates Inc.
On January 1, 1998 the Former North Plan's Active International Equity
Fund became available to participants in the BASP. The Active
International Equity Fund invests in international equity markets
throughout the world, generally excluding the United States. It
Continued
10
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
is well diversified and has representation in a variety of economies,
from those of the most mature and developed nations to those still in
their developmental stages (generally referred to as emerging market
countries). The Fund may invest in large or small capitalization
stocks. It targets 80% of its investments for developed countries such
as Japan, Germany and the United Kingdom and 20% for emerging markets
such as Brazil, Mexico and Taiwan. As of December 31, 1998, BAAMCO had
selected Capital Guardian Trust Company, Morgan Stanley Asset
Management, Morgan Stanley International, Northern Cross Investments,
Ltd., and State Street Global Advisors as the Master Trust pooled
accounts for the Fund.
On January 1, 1998 the Former North Plan's U.S. Small Capitalization
Fund became available to participants in the BASP. The U.S. Small
Capitalization Fund invests primarily in the stocks of smaller-sized
domestic companies, generally with a market capitalization that is in
the smallest 15% of publicly traded stocks. As of December 31, 1998,
BAAMCO had selected the following as the Master Trust pooled accounts
for the Fund: Columbus Circle Investors, Gardner Lewis Asset
Management, L.P., Investment Counselors of Maryland, Inc., The Boston
Company Asset Management, Inc., Provident Investment Counsel, and
Wilshire Associates Inc.
The Leveraged ESOP ("LESOP") is a leveraged Fund that invests primarily
in Bell Atlantic shares. The LESOP component of the BASP, initially
funded in 1989, is a stock bonus plan intended to qualify under
Sections 401(a)(4) and 4975(e)(7) of the Code. It is used to match the
employee's Basic Pre-Tax Allotments and Post-Tax Allotments. Depending
on the value of Bell Atlantic shares from time to time, the LESOP may
fund more or less than all of the required employer matching
contributions in a given calendar year. As a result of a continuing
series of additional LESOP refinancings (See Note 7) the LESOP is
likely to continue to generate most of the shares required for employer
matching contributions but not more than the amount required for those
contributions. In the event of a shortfall, Bell Atlantic and its
participating subsidiaries make additional employer matching
contributions to the BASP. Any surplus is allocated in equal amounts to
the BASP accounts of participants who, as of the last day of the year,
are active employees of Bell Atlantic and its participating
subsidiaries, and have account balances under the BASP. The employee
may not withdraw or transfer funds out of the LESOP Fund except for
hardship withdrawals and except for those participants over age 55 with
more than one year of participation in the BASP. On July 1, 1998 the
BASP's LESOP Fund and the Former North Plan's LESOP Fund were combined.
Two Unreleased Shares and Loan Note Accounts (the "Unallocated
Account") which are part of the LESOP Fund consist of Bell Atlantic
shares that were acquired with the proceeds of two acquisition loans
and have not yet been released and allocated to participating
employees. (See Note 7).
The PAYSOP was established by Bell Atlantic on January 1, 1984 as an
ERISA plan. The assets in the PAYSOP consists of Employing Company
contributions of Bell Atlantic Corporation common shares and earnings
thereon. As a result of PAYSOP amendments
Continued
11
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
necessitated by the Tax Reform Act of 1986, there have been no
Employing Company contributions to the PAYSOP since the 1986 plan year.
Effective January 1, 1998, the PAYSOP was merged into the BASP and the
Bell Atlantic Savings and Security for Associates of Bell Atlantic
South (the "BASSP"). The assets of the PAYSOP were transferred to the
Bell Atlantic Master Trust on January 1, 1998 and accordingly allocated
to the BASP based on the participating employees' balances in the
PAYSOP as of December 31, 1997.
All the assets of the BASP are included in the Bell Atlantic Master
Trust (See Note 2) for which Mellon Bank, N.A., is the trustee.
Metropolitan Life Insurance Company (previously operating as Bankers
Trust Company) was the recordkeeper for the BASP through June 30, 1998.
As of July 1, 1998, the Kwasha Group of PriceWaterhouseCoopers L.L.P.
became the recordkeeper for the merged BASP.
2. ACCOUNTING POLICIES
INVESTMENTS
Prior to 1997, the assets of the BASP were commingled for investment
purposes in the Bell Atlantic Master Savings Trust (the "Master Savings
Trust") with the assets of the BASSP. On March 31, 1997, the Master
Savings Trust was dissolved and the respective assets held were
transferred to the BASP and the BASSP. For the period from April 1,
1997 until December 31, 1997, the BASP presents in the Statement of
Changes in Net Assets Available for Plan Benefits, Bell Atlantic
dividends, other dividends and interest income and net appreciation
(depreciation) in the fair value of investments. For the period from
January 1, 1997 until March 31, 1997, the BASP presents in the
Statement of Changes in Net Assets Available for Plan Benefits its
allocated share of Master Savings Trust investment activities which
includes net appreciation (depreciation) in the fair value of its
investments.
As of January 1, 1998, the assets of Bell Atlantic's defined benefit
plans and defined contribution plans were transferred to the NYNEX
Master Trust. Effective January 1, 1998, the NYNEX Master Trust was
renamed the Bell Atlantic Master Trust (the "Master Trust").
VALUE OF INVESTMENTS
The Trustee values the investments in the Master Trust as follows:
Investments in securities traded on national and foreign securities
exchanges are valued by the Trustee at the last reported sale prices on
the last business day of the year or, if no sales were reported on that
date, at the last reported bid prices. Over-the-counter securities and
government obligations are valued at the bid prices or the average of
the bid and asked prices on the last business day of the year from
published sources where available or, if not available, from other
sources considered reliable, generally broker quotes.
Continued
12
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The value of each contract with an insurance company or other financial
institution included in the Income Fund is reported at contract value
in the Statements of Net Assets Available for Plan Benefits based upon
the principal then invested in by the Fund plus the interest then
accrued on such principal, which approximates the fair value. In
accordance with Statement of Position 94-4 "Reporting of Investment
Contracts held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans" and in connection with the fully
benefit-responsive investment contracts, the following information is
presented:
i. The asset weighted crediting interest rate yielded a return of
6.3% and 6.5% for the years ended December 31, 1998 and 1997,
respectively.
ii. The crediting interest rates ranged from 4.2% to 8.3% at
December 31, 1998 and 4.2% to 9.3% at December 31, 1997.
iii. The fair value, as determined by discounting future cash flows
of the underlying BASP investments, at December 31, 1998 and
1997, was approximately $1,134,165 and $709,466, respectively.
Forward currency contracts are accounted for as contractual commitments
on a trade date basis and are carried at fair value derived by the
Trustee at the exchange rate prevailing on the last business day of the
year. Index futures contracts are recorded as contractual commitments
on a trade-date basis and are carried at fair value based on the
closing index futures price prevailing on the last business day of the
year. Both exchange rates and index futures prices are readily
available from published sources.
Temporary cash investments are stated at redemption value which
approximates fair value.
PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
INVESTMENT INCOME
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis.
NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
The Statements of Changes in Net Assets Available for Plan Benefits
reflects the net appreciation (depreciation) in the fair value of the
BASP's investments, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
DISTRIBUTIONS
Distributions elected to be withdrawn from the BASP by participants are
recorded when paid.
Continued
13
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
PLAN EXPENSES
The BASP pays certain administrative expenses out of assets held in the
Master Trust and out of interest income earned from the BASP's
disbursement account, as held by the Trustee, in accordance with BASP
provisions and to the extent permitted by law. Any expenses not paid by
the BASP are paid by Bell Atlantic.
BELL ATLANTIC'S USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the BASP's trust asset
administrator, to make significant estimates and assumptions that
affect the reported amounts of net assets available for plan benefits
at the date of the financial statements and the changes in net assets
available for plan benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES
The BASP provides for various participant investment options in any
combination of funds which can invest in any combination of stocks,
bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the
Statements of Net Assets Available for Plan Benefits.
3. INVESTMENTS
INVESTMENT IN MASTER TRUST
All of the investment assets in the Master Trust are managed by BAAMCO
or external investment advisors. The assets in the Master Trust are
either (a) pooled between the defined benefit plans and the defined
contribution plans or (b) net assets that are specific to the defined
benefit plans, or (c) net assets specific to the defined contribution
plans. The total fair value of the Master Trust at December 31, 1998
was approximately $51.2 billion (of which net assets totaling
approximately $17.5 billion are specific to the defined benefit plans,
item (b) above, for which separate financial statements are prepared).
INVESTMENTS HELD IN POOLED ACCOUNTS
The pooled investments are unitized, aggregated and reported by the
Master Trust with a carrying value of $22.7 billion at December 31,
1998 and with investment earnings of $2.2 billion for the year ended
December 31, 1998. Given that the pooled accounts include interests of
the defined contribution plans and the defined benefit plans, the
totals in each of
Continued
14
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
the following statements do not equal the carrying value or net
investment income of/from the Master Trust pooled accounts in this
footnote.
The total investments held in the Master Trust pooled accounts at
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
DESCRIPTION FAIR VALUE (NOTE 2)
- ----------- -------------------
<S> <C>
Cash - non interest bearing $ 7,587
Receivables 1,300,045
Common Stock 18,625,854
Bell Atlantic Corporation common shares 70,998
Preferred Stock 115,874
U.S. Government Securities 1,097,450
Corporate Debt - preferred and other 1,489,671
Real estate 166
Temporary cash investments 619,688
Other investments* 708,470
-----------
24,035,803
Liabilities 1,307,975
-----------
Total pooled net assets in the Master Trust $22,727,828
===========
</TABLE>
*Other investments include foreign investments, principally foreign
government debt.
The BASP's interests in the Master Trust pooled accounts carrying value
and investment income of the Master Trust pooled accounts are reported
in each respective Fund option as the "Allocated share of Master Trust
net assets" as of December 31, 1998, in the Statement of Net Assets
Available for Plan Benefits and "Allocated share of Master Trust
investment activities" in the Statements of Changes in Net Assets
Available for Plan Benefits for the year ended December 31, 1998.
Continued
15
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
Investments in the Master Trust are allocated to the BASP's Fund
options in accordance with their respective percentages of interest.
The proportionate interests of the BASP's Fund options in the carrying
value of the Master Trust pooled accounts at December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
CARRYING
VALUE
1998 1998
---------- -------
<S> <C> <C>
Active U.S. Equity Fund $ 148,650 0.6540%
U.S. Balanced Fund 103,602 0.4558%
Global Balanced Fund 59,831 0.2632%
Active International Equity Fund 43,613 0.1919%
U.S. Small Capitalization Fund 106,214 0.4673%
Passive U.S. Equity Index Fund 1,957,945 8.6147%
----------
Total $2,419,855
==========
</TABLE>
INVESTMENTS HELD IN SPECIFIC ACCOUNTS
Effective January 1, 1998, the assets of all Bell Atlantic's defined
contribution plans were included in the Master Trust. The net assets
specific to these plans are the Bell Atlantic Shares Fund,
Telecommunications Fund, Government Money Market Fund, Income Fund,
Loan Fund, the ESOP allocated account, the ESOP unallocated account,
Passive International Equity Index Fund, and the U.S. Bond Market Index
Fund.
The investments held in the Master Trust specific accounts for the
defined contribution plans at December 31, 1998 were as follows:
<TABLE>
<CAPTION>
DESCRIPTION FAIR VALUE (NOTE 2)
- ----------- -------------------
<S> <C>
Receivables $ 410,006
Common Stock 609,620
Bell Atlantic Corporation common shares 8,324,047
Temporary cash investments 139,788
Fixed income obligations - insurance contracts 1,973,019
Fixed income corporate obligations 239,031
-----------
11,695,511
Liabilities 642,498
-----------
Total net assets in the specific
accounts in the Master Trust $11,053,013
-----------
</TABLE>
Continued
16
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
Investments in the Master Trust are allocated to the BASP's Fund
options in accordance with their respective percentages of interest.
The proportionate interest of the BASP, the BASSP and the Bell Atlantic
Savings and Security Plan for Associates of Bell Atlantic North (the
"NSSP") in the carrying value of the Master Trust specific accounts at
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
CARRYING CARRYING CARRYING
VALUE VALUE VALUE
BASP PLAN % BASSP PLAN % NSSP PLAN %
------------ ----- ------------ ----- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Bell Atlantic Shares Fund $ 2,039,193 38.14 $ 1,130,164 21.14 $ 2,177,321 40.72
Telecommunications Fund 253,335 52.76 - - 226,831 47.24
Government Money Market Fund 155,902 87.30 15,695 8.79 6,982 3.91
Passive International Equity Index 102,392 77.80 22,965 17.45 6,246 4.75
Fund
Income Fund 1,268,983 64.40 265,943 13.50 435,441 22.10
Loan Fund 148,922 42.25 51,597 14.64 151,936 43.11
Employee Stock Ownership Plan 1,527,926 72.68 574,279 27.32 - -
211,022 86.67 12,712 5.22 19,739 8.11
PAYSOP 81,892 33.09 165,595 66.91 - -
------------ ------------ ------------
Total $ 5,789,567 $ 2,238,950 $ 3,024,496
------------ ------------ ------------
</TABLE>
The following table reflects the investments that represent 5% or more
of the net assets in the Master Trust as of December 31, 1998:
<TABLE>
<CAPTION>
1998
-------------
<S> <C>
Bell Atlantic Corporation common shares $ 8,324,047
</TABLE>
Continued
17
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
At December 31, 1997, the fair value of the BASP's investments were as
follows:
<TABLE>
<CAPTION>
1997
-----------
<S> <C>
Bell Atlantic Shares Fund:
Bell Atlantic Corporation common shares $1,497,904 *
BT Pyramid Government Securities Cash Fund 11,437
Government Money Market Fund:
BT Pyramid Government Securities Cash Fund 91,516
Short-Term Fixed Income Fund:
Contracts with insurance companies and commercial banks 217,415 *
BT Pyramid Government Securities Cash Fund 286,009 *
U.S. Bond Market Index Fund:
Fund shares 52,405
BT Pyramid Government Securities Cash Fund 10
U.S. Equity Index Fund:
Common Stock 615,958 *
Preferred Stock 5
BT Pyramid Government Securities Cash Fund 1,023
International Equity Index Fund:
Fund shares 90,681
BT Pyramid Government Securities Cash Fund 10
Loan Fund:
Loans receivable from participants 48,620
ESOP Unallocated Shares Fund:
Bell Atlantic Corporation common shares 317,157 *
BT Pyramid Government Securities Cash Fund 12,757
----------
Total investments $3,242,907
----------
</TABLE>
*Indicates investments that represent 5% or more of the net assets in
the plan as of December 31, 1997.
Continued
18
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
INVESTMENT INCOME
Investment income and expenses are allocated to the BASP's Fund options
daily in accordance with their respective daily percentages of interest
in the Master Trust's pooled accounts. Percentages of interest are
based on the daily ratio of units owned by each plan's Fund options to
the total units in the Master Trust pooled accounts. Investment income
related to investments held in specific accounts for the defined
contribution plans is allocated to each plan's Fund options daily in
accordance with each plan's respective percentage of interest. The
allocated net investment income to the BASP's Fund options for the year
ended December 31, 1998 was as follows:
<TABLE>
<CAPTION>
Dividends on
Bell Atlantic Other
Corporation Net Income/ Net
Common Other Appreciation Expenses Investment
Interest Shares Dividends (Depreciation) Net Income
-------- ------------- --------- ------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1998:
Bell Atlantic Shares Fund $ 755 $ 56,345 $ - $ 199,961 $ - $ 257,061
Telecommunications Fund 28 - 2,010 59,508 (6) 61,540
Government Money Market Fund 4,874 - - - - 4,874
Passive U.S. Equity Index Fund 2,692 - 17,066 254,664 47 274,469
Passive International Equity
Index Fund 103 - - 19,054 - 19,157
Income Fund 53,094 - - - - 53,094
Employee Stock Ownership Plan:
Allocated 53 16,644 - 155,804 - 172,501
Unallocated 1 - 25,894 82,919 - 108,814
U.S. Bond Market Index Fund 78 - - 9,820 - 9,898
Active U.S. Equity Fund 82 - 1,436 2,818 - 4,336
U.S. Balanced Fund 1,291 - 578 10,342 - 12,211
Global Balanced Fund 556 - 372 7,515 (7) 8,436
Active International Equity Fund 49 - 458 5,248 (35) 5,720
U.S. Small Capitalization Fund 162 - 521 (6,821) 3 (6,135)
PAYSOP 49 - 2,709 8,098 - 10,856
-------- ------------- --------- ------------- --------- -----------
Total $ 63,867 $ 72,989 $ 51,044 $ 808,930 $ 2 $ 996,832
-------- ------------- --------- ------------- --------- -----------
</TABLE>
BASP'S SHARE OF MASTER TRUST INVESTMENT ACTIVITIES
On March 31, 1997, the Master Savings Trust was dissolved. The BASP's
allocated share of Master Savings Trust investment activities is based
upon the total of each individual plan participant's share of the
Master Savings Trust investment activities during the period from
January 1, 1997 until March 31, 1997.
Continued
19
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The Master Savings Trust's investment activities for the year ended
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
Investment Activities:
<S> <C>
Dividends on Bell Atlantic Corporation common shares:
Non-ESOP shares $ 23,881
ESOP shares 4,964
Other dividends 3,005
Short-Term Fixed Income Fund* (BASP) income 4,599
Short-Term Fixed Income Fund* (BASSP) income 2,497
Other interest 3,121
Net (depreciation) in value of investments (172,237)
---------
Net investment activities $(130,170)
=========
Allocated share of net investment activities:
BASP $ (61,384)
BASSP (68,786)
</TABLE>
*Formerly Interest Income Fund
4. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are used in the Master Trust's pooled
accounts primarily to rebalance fixed income/equity allocations, to
efficiently gain exposure to a specific underlying market, and to
offset the currency risk associated with foreign investments.
Leveraging of the BASP's assets and speculation are prohibited as
stated in the BASP plan documents. Offsetting currency positions are
not permitted to exceed the level of exposure in the BASP's foreign
asset base. The derivatives most commonly used by investment managers
are highly liquid, exchange-traded equity and fixed income futures and
over-the-counter foreign exchange forward contracts.
Bell Atlantic's use of financial instruments for risk management
purposes is represented by notional amounts. These notional values
represent solely contractual amounts that serve as the basis or
reference amounts upon which contractually stipulated calculations are
based. Therefore, these amounts are intended to serve as general volume
indicators only and do not represent the potential gain or loss from
market or credit risks.
Continued
20
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
Market risk arises from the potential for changes in the value of
financial instruments resulting from fluctuations in interest rates,
foreign exchange rates and prices of equity securities. Market risk is
also affected by changes in volatility and liquidity in the markets in
which these instruments are traded.
Equity price risk arises from the possibility that equity prices will
fluctuate, affecting the value of equity securities and derivative
financial instruments that derive their value from a stock index, a
particular stock or a defined basket of stocks.
The credit risk and amount of accounting loss of the BASP's forward
contracts is equal to any gains which have not been settled as of the
BASP's year end. The credit risk of the BASP's futures contracts is
equal to the posted margin plus any unsettled positive variation
margin. The amount of accounting loss at year end is equal to any
variation margin owed to the BASP.
All derivative activity relating to the BASP is within the Master Trust
pooled accounts. The Master Trust pooled accounts' derivative activity
is allocated to the BASP in accordance with the BASP's Fund options'
respective percentages of interest (see Note 3). The following
disclosures regarding the notional values, fair values, average fair
values and net trading gains are reported for the BASP.
The notional values and fair values of the derivative activity used for
trading purposes held by the BASP at December 31, 1998 were as follows:
<TABLE>
<CAPTION>
1998
--------
<S> <C>
Domestic Equity Futures Contracts:
Notional values $14,235
Fair values 15,021
Fixed Income Futures Contracts:
Notional values --
Fair values --
Forward Foreign Currency Payable Contracts:
Notional values 354
Fair values 366
Forward Foreign Currency Receivable Contracts:
Notional values 354
Fair values 364
</TABLE>
Continued
21
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The average fair values of the derivative activity used for trading
purposes held by the BASP during the year ended December 31, 1998 were
as follows:
<TABLE>
<CAPTION>
1998
--------
<S> <C>
Average Fair Values:
Domestic Equity Futures Contracts $10,444
Fixed Income Futures Contracts --
Forward Foreign Currency Payable Contracts 481
Forward Foreign Currency Receivable Contracts 483
</TABLE>
The BASP was allocated $4,069 in 1998 of net trading losses from
futures contracts. Net trading losses allocated to the BASP from
foreign exchange contracts totalled $16,521 in 1998.
5. NUMBER AND VALUE OF UNITS
The interest of an employee in each Fund of the BASP, with the
exception of the Loan Fund, is represented by units as described in
Section 8 of the BASP plan document. In the first six months of 1998, a
participant's unit value is determined daily by dividing each Fund's
adjusted net assets, as defined in the BASP plan document, by the
number of outstanding units. Effective July 1, 1998, unit values
reflect a Fund's gross asset value, but the unit value is not
calculated to be net of expenses chargeable to the Fund. Effective July
1, 1998, therefore, the disbursement of plan expenses from the Master
Trust results in a commensurate reduction in the number of units each
participant holds in his/her account.
Continued
22
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The number and value of units at December 31, 1998 in the Master Trust
and December 31, 1997 in the Plan, were as follows:
<TABLE>
<CAPTION>
1998
-------------------------
Number Value
of Units per Unit
----------- --------
<S> <C> <C>
Bell Atlantic Shares Fund 120,326,248 $16.9472
Government Money Market Fund 14,762,888 10.5604
Telecommunications Fund 9,115,556 27.7915
U.S. Bond Market Index 19,444,910 10.8523
Passive International Equity Index Fund 8,207,512 12.4754
Passive U.S. Equity Index Fund 67,645,037 28.9444
PAYSOP 6,768,381 12.0992
Income Fund 104,970,055 12.0890
Employee Stock Ownership Plan 89,199,559 17.1293
Active U.S. Equity Fund 5,876,191 25.2970
U.S. Balanced Fund 4,894,506 21.1670
Global Balanced Fund 2,931,053 20.4128
Active International Equity Fund 3,136,046 13.9070
U.S. Small Capitalization Fund 5,315,510 19.9819
<CAPTION>
1997
-------------------------
Number Value
of Units per Unit
----------- --------
<S> <C> <C>
Bell Atlantic Shares Fund 208,242,362 $ 7.26
Government Money Market Fund 9,305,416 9.82
Short-Term Fixed Income Fund 95,943,067 5.23
U.S. Bond Market Index Fund 34,034,133 1.53
U.S. Equity Index Fund 29,609,451 20.81
International Equity Index Fund 52,688,411 1.71
</TABLE>
Continued
23
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The number and value of units at each month end, which are unaudited, carried to
the fourth decimal place, were as follows:
<TABLE>
<CAPTION>
BELL ATLANTIC SHARES FUND TELECOMMUNICATIONS FUND GOVERNMENT MONEY MARKET FUND
----------------------------------- ------------------------------ -------------------------------------
1998 Number of Units Value per Unit Number of Units Value per Unit Number of Units Value per Unit
- ---------------- ------------------- ---------------- ----------------- ---------------- ----------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
January - $ 14.4830 - $ 19.3807 8,785,347 $ 10.0488
February - 14.0462 - 19.5852 8,655,586 10.0927
March - 16.0253 - 21.7461 8,562,138 10.1406
April - 14.7591 - 20.7996 8,505,735 10.1847
May - 14.4498 - 20.6108 8,245,360 10.2273
June - 14.3901 - 20.8766 8,276,076 10.2756
July 134,259,685 14.4331 9,519,368 21.6795 8,958,199 10.3245
August 133,272,377 14.0465 9,448,875 19.3386 9,700,429 10.3764
September 130,954,594 15.4047 9,356,952 21.4354 10,315,086 10.4130
October 128,589,134 17.0002 9,264,074 23.2886 11,206,329 10.4562
November 127,899,864 17.7890 9,190,861 24.2832 10,969,758 10.5137
<CAPTION>
PASSIVE US EQUITY PORTFOLIO U.S. BOND MARKET INDEX FUND
------------------------------- ----------------------------------
1998 Number of Units Value per Unit Number of Units Value per Unit
- ---------------- ----------------- --------------- ----------------- ---------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
January 26,101,210 $ 22.7999 5,313,858 $ 10.1288
February 25,886,963 24.4453 5,314,456 10.0961
March 25,782,749 25.6789 5,276,614 10.1306
April 25,751,226 25.9396 5,221,627 10.1817
May 25,429,112 25.4920 5,115,777 10.2746
June 25,200,488 26.5039 5,072,104 10.3638
July 69,864,593 26.2392 16,230,632 10.3866
August 68,832,049 22.4414 16,775,395 10.5643
September 68,169,331 23.8416 17,582,991 10.8213
October 66,937,516 25.7863 18,789,994 10.7564
November 67,340,305 27.3340 18,690,669 10.8002
</TABLE>
<TABLE>
<CAPTION>
INTEREST INCOME FUND EMPLOYEE STOCK OWNERSHIP FUND PAYSOP FUND
------------------------------------ ---------------------------------- ---------------------------------
NUMBER OF UNITS VALUE PER UNIT NUMBER OF UNITS VALUE PER UNIT NUMBER OF UNITS VALUE PER UNIT
------------------- ---------------- ----------------- ---------------- ----------------- ---------------
1998 (UNAUDITED) (UNAUDITED) (UNAUDITED)
- ----------------
<S> <C> <C> <C> <C> <C> <C>
January 42,141,547 $ 11.4302 - $ 14.6172 8,002,858 $ 10.4684
February 41,390,450 11.4882 - 14.1739 7,001,361 11.5526
March 40,981,805 11.5465 - 16.1573 7,924,398 11.5526
April 40,151,000 11.6035 - 14.8849 7,875,188 10.5796
May 39,241,625 11.6630 - 14.5779 7,930,414 10.3188
June 38,867,949 11.7233 - 14.5127 7,780,464 10.2345
July 100,368,972 11.7837 64,036,482 14.5557 7,668,172 10.2762
August 102,772,818 11.8447 64,017,028 14.1572 7,634,578 10.0035
September 104,044,817 11.9061 63,972,960 15.5408 7,525,560 10.9818
October 106,303,673 11.9673 63,786,116 17.1684 7,322,880 12.1295
November 104,615,258 12.0271 63,614,690 17.9712 7,205,048 12.6959
<CAPTION>
PASSIVE INTERNATIONAL EQUITY INDEX FUND ACTIVE U.S. EQUITY FUND
--------------------------------------- ---------------------------------
NUMBER OF UNITS VALUE PER UNIT NUMBER OF UNITS VALUE PER UNIT
--------------------------------- ---------------------------------
1998 (UNAUDITED) (UNAUDITED)
- ----------------
<S> <C> <C> <C> <C>
January 7,890,337 $ 10.4521 993,910 $ 22.0141
February 7,677,398 11.1259 26,774,079 23.6436
March 7,500,236 11.5732 1,389,347 24.8661
April 7,478,250 11.7351 1,449,433 24.9480
May 7,396,231 11.9269 1,461,812 24.3501
June 7,379,245 12.0044 1,450,428 24.8561
July 7,752,650 12.1440 6,469,676 24.0303
August 7,695,054 10.5998 6,357,175 20.1161
September 7,774,496 10.2892 6,318,206 21.3394
October 7,804,319 11.4226 6,080,248 22.8298
November 7,928,776 12.0283 5,891,507 24.0525
</TABLE>
<TABLE>
<CAPTION>
U.S. BALANCED FUND GLOBAL BALANCED FUND ACTIVE INTERNATIONAL EQUITY FUND
------------------------------------ ---------------------------------- ---------------------------------
NUMBER OF UNITS VALUE PER UNIT NUMBER OF UNITS VALUE PER UNIT NUMBER OF UNITS VALUE PER UNIT
------------------ ---------------- ----------------- ---------------- ----------------- ---------------
1998 (UNAUDITED) (UNAUDITED) (UNAUDITED)
- ----------------
<S> <C> <C> <C> <C> <C> <C>
January 1,045,288 $ 18.5710 244,053 $ 18.1256 386,920 $ 13.7945
February 1,214,631 19.4224 289,822 19.0522 516,785 14.6528
March 1,334,200 20.0772 328,476 19.7527 605,530 15.3803
April 1,321,277 20.1478 336,458 19.8919 634,590 15.6748
May 1,397,723 19.9673 359,540 19.6219 638,718 15.2129
June 1,418,673 20.3110 366,032 19.8152 647,668 14.8515
July 4,753,116 19.9115 3,203,694 19.5002 3,505,959 14.9344
August 4,683,845 18.1021 3,129,962 17.4188 3,402,944 12.5228
September 4,708,609 18.9704 3,042,190 18.0950 3,321,549 12.2756
October 4,609,200 19.7653 2,940,690 19.0585 3,254,301 13.3365
November 4,678,771 20.4791 2,902,808 19.8065 3,183,362 13.8731
<CAPTION>
U.S. SMALL CAPITALIZATION FUND
----------------------------------
NUMBER OF UNITS VALUE PER UNIT
----------------- ----------------
1998 (UNAUDITED)
- ----------------
<S> <C> <C>
January 660,442 $ 19.4299
February 805,099 21.0229
March 971,120 21.8474
April 1,030,064 22.3272
May 1,049,885 21.1656
June 1,056,782 21.3178
July 5,333,796 19.6289
August 5,182,614 15.7307
September 5,168,520 16.6310
October 5,243,092 17.4633
November 5,276,987 18.6830
</TABLE>
Continued
24
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
6. TAX DETERMINATION
On December 8, 1997, the Internal Revenue Service issued a ruling that
the BASP meets the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and is exempt from
Federal income taxes under Section 501(a) of the Code and that the
ESOP portion of the BASP qualifies as an employee stock ownership
plan within the meaning of Section 4975(e)(7) of the Code. The BASP
has been amended since receiving the determination letter. However,
the BASP's administrator and the BASP's tax counsel believe that the
BASP is designed and is currently being operated in compliance with
the applicable requirements of the Code.
7. INDEBTEDNESS
The BASP has two LESOP loans as a result of the merger of the Former
North Plan into the BASP on July 1, 1998.
BASP LEVERAGED ESOP NOTES PAYABLE
The LESOP notes payable originally bore an 8.17% interest rate subject
to adjustment due to changes in the Federal income tax rate or changes
in the Federal law regarding the alternative minimum tax. Portions of
the LESOP note were refinanced on three separate occasions. In 1996,
$16.7M was refinanced at 7.40%. In 1997, $20M was refinanced at 6.88%;
and in 1998, $33M at 5.5%. Interest and principal payments are
guaranteed by Bell Atlantic and are due on January 1 and July 1 of each
year; principal payments began July 1, 1990.
The following table displays the principal maturities under the note
with the final payment due July 1, 2005.
<TABLE>
<S> <C>
1999 $ 70,432
2000 53,898
2001 11,256
2002 11,930
2003 12,646
Thereafter 27,620
----------
$ 187,782
==========
</TABLE>
Continued
25
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
The fair value of the LESOP notes payable is based on quoted market
prices for the same or similar instruments. As of December 31, 1998 and
1997, the notes payable carrying amount was $187,792 and $348,672, and
the estimated fair value was $163,595 and $359,216, respectively.
FORMER NORTH PLAN ESOP NOTES PAYABLE
The LESOP notes payable bears a 9.778% interest rate. The interest and
principal payments are due on February 1 of each year. Interest
payments began September 1, 1990 and principal payments began June 1,
1991. The following table displays maturities under the notes with
final payment due February 1, 2015:
<TABLE>
<S> <C>
1999 $ 16,912
2000 17,949
2001 18,926
2002 19,854
2003 20,742
Thereafter 289,264
----------
$ 383,647
==========
</TABLE>
The $16,912 due on February 1, 1999, was prepaid by the Master Trust in
1998.
The fair value of the LESOP notes payable is based on quoted market
prices for the same or similar instruments. As of December 31, 1998,
the carrying amount and the estimated fair value of the notes payable
were:
<TABLE>
<CAPTION>
CARRYING FAIR
AMOUNT VALUE
------------ ------------
<S> <C> <C>
BASP $ 383,647 $ 239,298
</TABLE>
8. RELATED PARTY TRANSACTIONS
BAAMCO, a wholly owned subsidiary of Bell Atlantic, is the investment
advisor for the Telecommunications Fund, Passive U.S. Equity Index
Fund, and Income Fund and therefore qualifies as a party-in-interest.
BAAMCO received no compensation from the BASP for the investment
advisory services rendered to the BASP.
Continued
26
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
9. CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the BASP to
concentrations of credit risk consist principally of investment
contracts with insurance companies and other financial institutions.
The BASP places its investment contracts with high-credit quality
insurance companies and financial institutions in order to limit credit
exposure. The BASP regularly monitors the financial stability of the
financial institutions and insurance companies.
10. PLAN AMENDMENTS
Effective January 1, 1998, the BASP was amended to merge the portion of
the PAYSOP which contains accounts for management employees into the
BASP.
Effective July 1, 1998, the BASP was amended for conforming changes in
certain administrative rules.
Effective after the close of business on June 30, 1998, the BASP was
amended to allow the merger of the Former North Plan and trust with and
into the plan and trust for BASP.
Effective January 1, 1998, the BASP was amended to offer new investment
funds (See Note 1).
On April 1, 1997, the BASP was amended to provide that certain
employees who are plan participants and who are involuntarily
terminated in connection with the merger of NYNEX Corporation and Bell
Atlantic Corporation would be fully vested in their accrued benefit
derived from Employing Company contributions and Employing Company ESOP
contributions.
Continued
27
<PAGE>
BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(DOLLARS IN THOUSANDS)
11. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Net assets available for plan benefits per the financial
statements $8,209,422 $3,013,325
Less: Amounts allocated to withdrawing participants 3,049 2,565
---------- ----------
Net assets available for plan benefits per the Form 5500 $8,206,373 $3,010,760
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Benefits paid to participants per the financial statements $456,341 $226,151
Add: Amounts allocated to withdrawing participants at
December 31, 1998 and 1997, respectively 3,049 2,565
Less: Amounts allocated to withdrawing participants at
December 31, 1997 and 1996, respectively 2,565 19,650
-------- --------
Benefits paid to participants per the Form 5500 $456,825 $209,066
======== ========
</TABLE>
28
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Bell Atlantic Corporate Employees' Benefits Committee has duly
caused this annual report to be signed by the undersigned thereunto
duly authorized.
Bell Atlantic Savings Plan for Salaried Employees
By: /s/ D.J. SACCO
--------------------------------------------
D. J. Sacco
(Chairman, Bell Atlantic Corporate Employees'
Benefit Committee)
Date: June 30, 1999
29
