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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 (Date of earliest event reported): April 3, 2000
BELL ATLANTIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 1-8606 23-2259884
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
1095 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (212) 395-2121
Not applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On April 3, 2000, Bell Atlantic Corporation (Bell Atlantic) and Vodafone
AirTouch plc (Vodafone) consummated their previously announced agreement to
combine their U.S. wireless assets. Vodafone contributed its U.S. wireless
assets and approximately $4 billion of liabilities to an existing Bell Atlantic
partnership (Cellco Partnership, now doing business as Verizon Wireless) in
exchange for a 65.1% interest in Verizon Wireless, and Bell Atlantic retained a
34.9% interest. It is anticipated that, upon completion of its merger with GTE
Corporation (GTE), the combined company will contribute its interest in the GTE
Wireless assets and increase its interest in Verizon Wireless to 55%.
Verizon Wireless is governed by a Board of Representatives with seven members,
four of whom are designated by Bell Atlantic and three of whom are designated by
Vodafone.
Prior to the consummation of the transaction, the U.S. wireless assets of
Vodafone were primarily used to provide cellular, paging and personal
communications services. Bell Atlantic intends to continue such uses for the
assets.
Bell Atlantic will account for the transaction as a purchase method business
combination. Bell Atlantic will control Verizon Wireless and consolidate its
results.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
The audited consolidated balance sheet of the businesses contributed by
Vodafone as of December 31, 1999, and the audited consolidated
statement of income of the businesses contributed by Vodafone for the
year ended December 31, 1999, will be filed by amendment to the Form 8-K
as soon as practicable, but no later than 75 days after the date of
consummation of the transaction.
(b) Pro Forma Financial Information
The unaudited pro forma combined condensed balance sheet of Bell
Atlantic as of December 31, 1999, and the unaudited pro forma combined
condensed statement of income of Bell Atlantic for the twelve months
ended December 31, 1999, will be filed by amendment to this Form 8-K as
soon as practicable, but no later than 75 days after the date of the
consummation of the transaction.
(c) Exhibits
10 U.S. Wireless Alliance Agreement, dated September 21, 1999,
among Bell Atlantic Corporation and Vodafone AirTouch plc
(incorporated by referenced to Exhibit 10 to Bell Atlantic's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELL ATLANTIC CORPORATION
By: /s/Doreen A. Toben
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Doreen A. Toben
Vice President - Controller
Date: April 17, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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10 U.S. Wireless Alliance Agreement, dated September 21, 1999, among
Bell Atlantic Corporation and Vodafone AirTouch plc (incorporated
by referenced to Exhibit 10 to Bell Atlantic's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
