<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 7, 1999
(Date of earliest event reported)
BELL ATLANTIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8606 23-2259884
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
1095 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 395-2121
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
------------
Attached as an exhibit is a press release issued by Bell Atlantic Corporation
and Metromedia Fiber Network, Inc. on October 7, 1999 announcing a strategic
agreement that will speed the deployment of both Bell Atlantic's data services
and Metromedia Fiber Network's build out plan of its fiber optic infrastructure.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
99 Press Release, dated October 7, 1999, issued by Bell Atlantic
Corporation and Metromedia Fiber Network, Inc.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELL ATLANTIC CORPORATION
By: /s/ Doreen A. Toben
-------------------
Doreen A. Toben
Vice President - Controller
Date: October 7, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99 Press Release, dated October 7, 1999, issued by Bell Atlantic
Corporation and Metromedia Fiber Network, Inc.
<PAGE>
EXHIBIT 99
[LOGO OF METROMEDIA FIBER NETWORK] [LOGO OF BELL ATLANTIC]
FOR IMMEDIATE RELEASE Contact:
October 7, 1999 Bell Atlantic
JOHN JOHNSON
617-743-3677
[email protected]
-------------------------------
Metromedia Fiber Network
ELLEN STRAHS FADER
212-606-4389
[email protected]
----------------------------
BELL ATLANTIC AND METROMEDIA FIBER NETWORK
ANNOUNCE STRATEGIC AGREEMENTS
Bell Atlantic to Acquire $550 Million of Metromedia Fiber Network's
Fiber Optic Infrastructure and Invest $1.7 Billion in Company
Metromedia Fiber Network Announces Enhanced Network Build Out
NEW YORK--Bell Atlantic (NYSE:BEL) and Metromedia Fiber Network, Inc.
(NASDAQ:MFNX) today announced a strategic agreement that will speed the
deployment of both Bell Atlantic's data services and Metromedia Fiber Network's
build out plan of its fiber optic infrastructure.
Metromedia Fiber Network (MFN) is an international provider of dedicated
fiber optic networks in major metropolitan markets.
Under an agreement valued at $550 million, MFN will provide dark fiber
infrastructure to Bell Atlantic for a twenty-year period at industry-leading
prices. The agreement will provide Bell Atlantic low-cost access to MFN's
networks in 50 major U.S. metropolitan markets and multiple cities
internationally via MFN's fiber optic infrastructure. Dark fiber is unlit fiber
optic strands that provide virtually unlimited
<PAGE>
-2-
bandwidth for the transmission of data, voice, video and multi-media
communications services.
In addition, Bell Atlantic will invest about $700 million to purchase
approximately 9.9 percent of the equity of MFN through the purchase of newly
issued shares at $28 per share.
Also, as part of the transaction, Bell Atlantic will buy approximately $975
million in debt securities convertible into common stock at a conversion price
of $34 per share, increasing Bell Atlantic's potential equity investment in MFN
to about 19 percent of the company. MFN will use this new cash infusion to
accelerate the build out of its nationwide dark fiber infrastructure as well as
to enter new markets in the U.S. and internationally.
"This relationship extends our data network and advances our strategy to be
a nationwide and global provider of leading-edge communications services," said
Larry Babbio, president and chief operating officer of Bell Atlantic. "It also
complements the reach of the GTE national backbone network and our new wireless
venture with Vodafone. As a result, the combined Bell Atlantic/GTE will have the
capability to better serve its largest existing business customers on both a
regional and national basis."
Howard Finkelstein, president of MFN, said, "We're very pleased that we
have broadened our relationship with Bell Atlantic. This agreement accelerates
the global expansion of our end-to-end pure photonic infrastructure, enabling us
to meet the sophisticated high bandwidth needs of our diverse carrier and
enterprise customer base. In addition, Bell Atlantic not only becomes a premier
customer, but an important anchor tenant."
MFN's recent acquisition of AboveNet also provides additional potential
benefits to Bell Atlantic. AboveNet is a leading provider of high performance
Internet connectivity solutions that include more than 270 peering
relationships, proprietary technology and Internet infrastructure that enables
highly enhanced levels of service in the delivery of mission-critical Internet
applications.
MFN has already announced planned networks covering 25 U.S. markets and
multiple international cities. In connection with this agreement, MFN is
announcing its intention to enter a total of 50 domestic markets and additional
international cities. The
-more-
<PAGE>
-3-
transaction also gives Bell Atlantic access to more than 7,000 planned route
miles in the United States and Europe.
"The MFN facilities will enhance the merged Bell Atlantic/GTE
infrastructure and provide our existing large business customers the high
bandwidth services they require regionally and nationally," said Joe Farina,
president and chief executive officer of Bell Atlantic Data Solutions Group.
"This agreement also provides us with the flexibility to deploy capacity where
needed to meet our customers' needs."
The commercial agreement with MFN is consistent with Bell Atlantic's
previously announced plans to build an in-region asynchronous transfer mode-
based long distance network. Bell Atlantic's Data Solutions Group has already
leased dark fiber from MFN in the New York area as part of the network build
out. Other Bell Atlantic business units also will benefit from this agreement,
including Bell Atlantic Mobile.
Completion of this transaction is subject to the expiration of the Hart-
Scott-Rodino waiting period and certain state regulatory and other approvals.
About Bell Atlantic
Bell Atlantic is at the forefront of the new communications and information
industry. With 43 million telephone access lines and nine million wireless
customers worldwide, Bell Atlantic companies are premier providers of advanced
wireline voice and data services, market leaders in wireless services and the
world's largest publishers of directory information. Bell Atlantic companies are
also among the world's largest investors in high-growth global communications
markets, with operations and investments in 23 countries.
About Bell Atlantic Data Solutions Group
Bell Atlantic Data Solutions Group (DSG) www.ba-dsg.com is dedicated to
--------------
providing globally integrated network solutions that seamlessly
connect businesses with their customers, partners and employees. DSG provides
all aspects of data networking from the management and operation of customer
networks and network integration, to network transport and advanced IP services
such as intranets and extranets, virtual private networks, web hosting,
multimedia services as well as call center solutions.
About Metromedia Fiber Network
Metromedia Fiber Network is building metropolitan fiber optic
infrastructure in the local loop in strategic Tier One markets, enabling
technologically sophisticated organizations to implement the latest data, video,
internet and multimedia applications. By offering virtually unlimited, unmetered
bandwidth at a fixed cost, Metromedia Fiber Network is eliminating the bandwidth
barrier and redefining the way broadband capacity is sold. For more information
about Metromedia Fiber Network, please visit the company's Web site at
www.mmfn.com.
- ------------
-more-
<PAGE>
-4-
This news release contains certain forward-looking statements that involve risks
and uncertainties. Factors that could cause or contribute to such risks and
uncertainties include, but are not limited to, general economic and business
conditions, competition, changes in technology and methods of marketing, and
various other factors beyond the Company's control. This also includes such
factors as described from time to time in the SEC reports filed by Metromedia
Fiber Network, including the most recently filed Forms 10-K, 10-Q and S-4.
- ### -
