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Original Electronically Transmitted to the Securities and Exchange Commission
on July 3, 2000
Registration No. 333-76171
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
Under
THE SECURITIES ACT OF 1933
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BELL ATLANTIC CORPORATION
D/B/A VERIZON COMMUNICATIONS
(Exact name of issuer as specified in its charter)
Delaware 23-2259884
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
(Address of principal executive offices)
THE GTE SAVINGS PLAN
THE GTE HOURLY SAVINGS PLAN
GTE CORPORATION 1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
WILLIAM F. HEITMANN
Vice President-Treasurer
Verizon Communications
1095 Avenue of the Americas
New York, NY 10036
(Name and address of agent for service)
(212) 395-2121
(Telephone number, including area code, of agent for service)
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COPY TO:
MARIANNE DROST, ESQ.
Senior Vice President, Deputy General Counsel and Corporate Secretary
Verizon Communications
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
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o See Explanatory Note following this cover page
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Explanatory Note
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4
relates to shares of the Registrant's Common Stock, originally registered on
the Registration Statement on Form S-4 (No. 333-76171) to which this is an
amendment, that were not issued in the Merger described in the Form S-4 and
that are issuable with respect to the GTE stock plans referred to on the
cover page that were assumed by the Registrant upon the effectiveness of the
Merger. The registration fees in respect of such shares of Common Stock were
paid at the time of the original filing of the Registration Statement on Form
S-4 relating thereto. This Post-Effective Amendment also amends the
Registration Statement to cover an indeterminate amount of interests to be
offered or sold pursuant to The GTE Savings Plan and The GTE Hourly Savings
Plan (the "Plans"). Pursuant to Rule 457(h)(2), no separate registration fee
is required with respect to the interests in the Plans. In addition, the
Registration Statement also relates to an indeterminate number of shares of
Common Stock that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Registrant with the Securities
and Exchange Commission (File No. 1-8606), are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 and the Registrant's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 2000.
(b) The Registrant's Current Reports on Form 8-K, dated January 24, 2000,
February 15, 2000, March 1, 2000, April 3, 2000 (filed April 5, 2000),
April 3, 2000 (filed April 17, 2000), April 25, 2000 and June 30, 2000 and
Form 8-K/A, dated April 3, 2000 (filed May 11, 2000).
(c) The description of the Registrant's Common Stock contained in the
registration statement on Form 10 filed under Section 12 of the Securities
Exchange Act, and any amendments or reports filed for the purpose of
updating that description.
In addition, the Annual Reports on Form 11-K for the fiscal year ended
December 31, 1999, as filed by each of the Plans with the Securities and
Exchange Commission (File No. 1-2755), are incorporated by reference in this
Registration Statement and made a part hereof.
All reports and other documents subsequently filed by the Registrant or
the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Copies of the above documents (excluding exhibits) may be obtained without
charge upon written request directed to Investor Relations, Bell Atlantic
Corporation, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036.
EXPERTS
The consolidated balance sheets as of December 31, 1999 and 1998 and the
consolidated statements of income, changes in shareowners' investment and cash
flows for each of the three years in the period ended December 31, 1999,
incorporated by reference, have been incorporated herein in reliance upon the
report of PricewaterhouseCoopers LLP, independent public accountants, given on
the authority of said firm as experts in accounting and auditing.
The financial statements included in the Annual Report on Form 11-K for
the year ended December 31, 1999 of each of the Plans, which are incorporated by
reference is this Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said report.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party
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proceeding by reason of the fact that such person is or was a director or
officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action or proceeding, if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, the corporation is permitted to indemnify directors and
officers against expenses (including attorney's fees) actually and reasonably
incurred by them in connection with the defense or settlement of an action or
suit if they acted in good faith and in a manner that they reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors or officers are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Article 7 of the Bell Atlantic Corporation ("Bell Atlantic") Restated
Certificate of Incorporation makes mandatory the indemnification expressly
authorized under the DGCL, except that the Restated Certificate of Incorporation
only provides for indemnification in derivative actions, suits or proceedings by
a director or officer if the initiation of such action, suit or proceeding was
authorized by the Board of Directors.
Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of
Merger (the "NYNEX Merger Agreement"), dated as of April 21, 1996 by and between
NYNEX Corporation ("NYNEX") and Bell Atlantic, Bell Atlantic has agreed for a
period of six years following the Effective Time (as defined in the NYNEX Merger
Agreement) to (a) cause NYNEX to maintain in effect the provisions regarding
indemnification of officers and directors contained in the NYNEX Certificate of
Incorporation and Bylaws and the certificates of incorporation and bylaws of
each of its subsidiaries or in director, officer or employee indemnification
agreements of NYNEX and its subsidiaries, (b) maintain in effect and cause NYNEX
to maintain in effect current policies of directors' and officers' liability
insurance and fiduciary liability insurance with respect to claims arising prior
to the Effective Time, and (c) indemnify, and cause NYNEX to indemnify, the
directors and officers of Bell Atlantic and NYNEX respectively, to the fullest
extent permitted under their respective certificates of incorporation and bylaws
and applicable law. In addition, Bell Atlantic has agreed to unconditionally and
irrevocably guarantee for the benefit of such directors, officers and employees
the obligations of NYNEX under its indemnification arrangements.
Pursuant to Section 7.8 of the Agreement and Plan of Merger (the "GTE
Merger Agreement"), dated as of July 27, 1998, between Bell Atlantic and GTE
Corporation ("GTE"), Bell Atlantic has agreed for a period of six years
following the Effective Time (as defined in the GTE Merger Agreement) to (a)
cause GTE to maintain in effect the provisions regarding indemnification of
officers and directors contained in the GTE Certificate of Incorporation and
Bylaws and the certificates of incorporation and bylaws of each of its
subsidiaries or in director, officer or employee indemnification agreements of
GTE and its subsidiaries, (b) maintain in effect and cause GTE to maintain in
effect current policies of directors' and officers' liability insurance and
fiduciary liability insurance with respect to claims arising prior to the
Effective Time, and (c) indemnify, and cause GTE to indemnify, the directors and
officers of Bell Atlantic and GTE respectively, to the fullest extent permitted
under their respective certificates of incorporation and bylaws and applicable
law. In addition, Bell Atlantic has agreed to unconditionally and irrevocably
guarantee for the benefit of such directors, officers and employees the
obligations of GTE under its indemnification arrangements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number EXHIBIT (1)
23 (a) Consent of PricewaterhouseCoopers LLP.
23 (b) Consent of Arthur Andersen LLP.
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
Not applicable.
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(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and an Internal Revenue Service ("IRS") determination letter that the
Plans are qualified under Section 401 of the Internal Revenue Code of 1986, as
amended, the Registrant hereby undertakes to submit the Plans and any amendments
thereto to the IRS in a timely manner and will make all changes required by the
IRS in order to qualify the Plans.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York on June 30, 2000.
BELL ATLANTIC CORPORATION
By: /s/ Frederic V. Salerno
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Frederic V. Salerno
Vice Chairman and Chief Financial Officer
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the
GTE Service Corporation Employee Benefits Committee has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on June 30, 2000.
THE GTE SAVINGS PLAN
THE GTE HOURLY SAVINGS PLAN
BY: GTE SERVICE CORPORATION
EMPLOYEE BENEFITS COMMITTEE
By: /s/ Ezra D. Singer
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Ezra D. Singer
Chairman (Acting)
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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* Director June 30, 2000
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James R. Barker
* Director June 30, 2000
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Edward H. Budd
* Director June 30, 2000
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Richard L. Carrion
* Director June 30, 2000
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Robert F. Daniell
* Director June 30, 2000
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Helene L. Kaplan
* Director, Chairman June 30, 2000
--------------------------------------- and Co-Chief Executive Officer
Charles R. Lee (principal executive officer)
* Director June 30, 2000
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Sandra O. Moose
* Director June 30, 2000
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Joseph Neubauer
* Director June 30, 2000
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Thomas H. O'Brien
* Director June 30, 2000
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Russell E. Palmer
* Director June 30, 2000
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Hugh B. Price
* Vice Chairman and June 30, 2000
--------------------------------------- Chief Financial Officer
Frederic V. Salerno (principal financial officer)
* Director, President June 30, 2000
--------------------------------------- and Co-Chief Executive Officer
Ivan G. Seidenberg (principal executive officer)
* Director June 30, 2000
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Walter V. Shipley
* Director June 30, 2000
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John W. Snow
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* Director June 30, 2000
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John R. Stafford
* Director June 30, 2000
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Robert D. Storey
* Vice President- June 30, 2000
--------------------------------------- Controller
Lawrence R. Whitman (principal accounting officer)
*By: /s/ Frederic V. Salerno
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Frederic V. Salerno
(On his own behalf and as
Attorney-in-fact)
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EXHIBIT INDEX
23 (a) Consent of PricewaterhouseCoopers LLP.
23 (b) Consent of Arthur Andersen LLP.
24 Powers of Attorney
