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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Bell Atlantic Corporation
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(Name of Registrant as Specified In Its Charter)
Bell Atlantic Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF BELL ATLANTIC]
Notice of Annual Meeting of Shareholders
Date:May 24, 2000
Time:9:30 a.m., Mountain Time
Place:Hyatt Regency Denver
1750 Welton Street
Denver, Colorado
The purposes of the Annual Meeting are:
1. To elect Directors;
2. To ratify the appointment of the independent auditor;
3. To act upon such other matters, including the four shareholder
proposals described on pages 7-12 of this Proxy Statement, as may
properly come before the meeting.
By Order of the Board of Directors
Phillip M. Huston, Jr. April 10, 2000
Counsel and Corporate
Secretary (Acting)
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Admittance to the meeting will be limited to shareholders eligible to vote and
authorized representatives. An admission ticket is attached to the proxy card
for this purpose. Beneficial owners holding shares through an intermediary,
such as a bank or broker, will be admitted upon proof of ownership.
The Hyatt Regency Hotel is accessible to all shareholders. A sign language
interpreter will be provided if requested; requests should be directed to the
Corporate Secretary, Bell Atlantic Corporation, 1095 Avenue of the Americas,
38th Floor, New York, NY 10036, and received no later than May 10, 2000.
<PAGE>
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card are being mailed,
beginning April 10, 2000, to holders of shares of Bell Atlantic common stock in
connection with the solicitation of proxies by the Board of Directors for the
Bell Atlantic Annual Meeting of Shareholders and at any adjournment or
postponement of the Bell Atlantic Annual Meeting. The proxy procedure is
necessary to permit all Bell Atlantic shareholders, who live throughout the
United States and in many foreign countries and are unable to attend the Annual
Meeting, the opportunity to vote. The Board of Directors encourages you to read
these documents thoroughly and to vote on the matters to be decided at the
Annual Meeting.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Voting Procedures........................................................ 1
Corporate Governance..................................................... 2
Election of Directors (Item 1 on Proxy Card)............................. 3
Ratification of Appointment of Independent Auditor (Item 2 on Proxy
Card)................................................................... 7
Shareholder Proposals (Items 3 - 6 on Proxy Card)........................ 7
Executive Compensation................................................... 14
Retirement Plans......................................................... 19
Employment Agreements.................................................... 20
Security Ownership of Directors and Officers............................. 22
Stock Performance Graph.................................................. 23
Other Business........................................................... 24
</TABLE>
Bell Atlantic Corporation
1095 Avenue of the Americas
New York, New York 10036
<PAGE>
VOTING PROCEDURES
Your vote is very important. Your shares can only be voted at the Annual
Meeting if you are present or represented by proxy. Whether or not you plan to
attend the Annual Meeting, you are encouraged to vote by proxy to assure that
your shares will be represented. You may revoke the proxy at any time before it
is voted, by written notice to the Corporate Secretary, by submission of a
proxy bearing a later date, or by casting a ballot at the Annual Meeting.
Properly executed proxies that are received by the Proxy Committee before the
Annual Meeting's adjournment will be voted in accordance with the directions
provided. If no directions are given, your shares will be voted by the Proxy
Committee as recommended by the Board of Directors. If you wish to give a proxy
to someone other than the Proxy Committee named on the proxy card, you should
cross out those names and insert the name(s) of the person(s) (not more than
three) to whom you wish to give your proxy.
Who can vote? Shareholders as of the close of business on March 28, 2000 are
entitled to vote. On that day, approximately 1.55 billion shares of common
stock were outstanding and eligible to vote. Each share is entitled to one vote
on each matter presented at the Annual Meeting. A list of shareholders eligible
to vote will be available at CT Corporation System, 1675 Broadway, Suite 1200,
Denver, CO 80202,beginning on May 10, 2000. Shareholders may examine this list
during normal business hours for any purpose relating to the Annual Meeting.
How do I vote? Other than by attending the Annual Meeting and voting in person,
there are three ways registered shareholders may vote their shares by proxy:
. By mail
. By telephone
. By Internet
To vote by mail, simply mark, sign and date the enclosed proxy card and return
it in the postage-paid envelope provided. You may vote by telephone or Internet
24 hours a day, 7 days a week; please refer to the enclosed proxy card for
instructions. If you hold your shares through a broker, bank or other nominee,
you will receive separate instructions from the nominee describing the
procedure for voting your shares.
What shares are included in the proxy card? The proxy card represents all the
shares registered in your account and any full shares held in your Bell
Atlantic Direct Invest Plan account. If you are an employee participating in a
Bell Atlantic employee savings plan or hold shares in the 1976 Employee Stock
Ownership Plan, the card also represents those shares if they are registered in
the same name.
How are votes counted? The Annual Meeting will be held if a quorum, consisting
of a majority of the outstanding shares of common stock entitled to vote, is
represented. Broker non-votes, votes withheld and abstentions will be counted
for purposes of determining whether a quorum has been reached. "Broker
non-votes" occur when nominees, such as brokers, holding shares on behalf of
beneficial owners, do not receive voting instructions from the beneficial
owners by ten days before the Annual Meeting. In this event, the nominees may
vote those shares only on matters deemed routine by the New York Stock
Exchange, such as the election of Directors and ratification of the appointment
of independent auditor. On non-routine matters, such as the Shareholder
Proposals, if the nominee does not receive instructions, the nominees cannot
vote and there is a so-called "broker non-vote" on that matter.
Generally, proposals must be approved by a majority of the votes cast.
Accordingly, broker non-votes and abstentions will have no effect on the
outcome of those proposals. However, since Directors are elected by a plurality
of the votes cast, votes withheld from nominees for Director could have an
effect on the outcome of the election.
If proxy cards representing shares in Bell Atlantic's employee savings plans
(including the 1976 Employee Stock Ownership Plan) are not returned, those
shares will be voted in the same proportion as the shares for which signed
proxy cards are returned by other participants in the respective plans.
Who will count the vote? Bell Atlantic's transfer agent, EquiServe, will tally
the vote, which will be certified by an independent inspector of election.
Is my vote confidential? It is the policy of Bell Atlantic to maintain the
confidentiality of proxy cards, ballots and voting tabulations that identify
individual shareholders, except where disclosure is mandated by law and in
other limited circumstances.
Who is the proxy solicitor? Georgeson Shareholder Communications, Inc. has been
retained by Bell Atlantic to assist in the distribution of proxy materials and
solicitation of votes for a fee of $15,000, plus reimbursement of out-of-pocket
expenses.
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CORPORATE GOVERNANCE
In accordance with the Delaware General Corporation Law and the Bell Atlantic
Certificate of Incorporation and Bylaws, the Company's business, property and
affairs are managed under the direction of the Board of Directors. Although
Directors are not involved in the Company's day-to-day operations, they are
regularly kept informed of the Company's business through written reports and
documents, as well as operating, financial and other reports presented by the
Chairman and other officers of the Company at meetings of the Board of
Directors and committees of the Board.
Meetings of the Board. The Board of Directors held 14 meetings in 1999. In the
aggregate, Directors attended over 90% of the meetings of the Board and of
their assigned committees.
Committees of the Board. The following is a description of the four standing
committees of the Board (Directors' committee memberships are indicated below
and also included in their biographical information beginning on page 4):
Executive Committee -- may exercise the full power and authority of the Board
to the extent permitted by Delaware law. This committee generally meets if
action is necessary between scheduled Board meetings when time is limited and a
quorum of the full Board is not readily available. The committee held no
meetings in 1999. Messrs. Stafford (Chair), Maypole, O'Brien and Seidenberg,
Mrs. Kaplan and Ms. Young are the current members of the committee.
Audit Committee -- monitors the auditing, accounting and financial reporting of
the Company and oversees the Company's Security Organization and Office of
Ethics and Corporate Compliance. The committee makes recommendations to the
Board concerning the accounting firm to be employed as independent auditor and
consults with the auditor regarding the adequacy of internal controls and the
scope and results of the audits. The committee also reviews the Company's
processes for monitoring its minority investments, joint ventures and financial
risk. In addition, the committee monitors the investment and management of the
assets of the Company's pension, savings and other trusteed employee benefit
plans. The committee met five times in 1999. Messrs. Maypole (Chair), Gilliam,
Goldstein and Neubauer and Ms. Ridgway are the current members of the
committee.
Human Resources Committee -- is responsible for overseeing the management of
the human resources activities of the Company, including employee benefit plans
and diversity programs. The committee reviews and approves senior management
development and succession plans, oversees senior management performance and
the senior management salary, incentive and stock award plans. The committee
met four times in 1999. Messrs. O'Brien (Chair), Carrion, Kean and Shipley and
Mrs. Kennan are the current members of the committee.
Policy and Organization Committee -- is responsible for reviewing and
recommending the organization, structure, size and composition of the Board and
its committees, as well as the compensation, benefits and stock ownership
requirements for non-employee Directors. The committee reviews the
qualifications of candidates for Board membership, considers nominees
recommended by shareholders and management and recommends Director nominations.
In addition, the committee provides oversight and guidance to the Board on
public and social policy issues and trends and reviews the Company's charitable
policies and practices. The committee met twice in 1999. Mrs. Kaplan (Chair),
Messrs. de Vink, Pfeiffer and Price and Ms. Young are the current members of
the committee.
Director Compensation. Non-employee Director compensation is divided into cash
and stock components. The cash component consists of an annual retainer of
$30,000 and a fee of $1,500 for each Board or committee meeting attended.
Committee chairpersons each receive an additional annual retainer of $5,000.
Directors may defer the receipt of all or part of these retainers and fees into
cash or share equivalents. The stock component of non-employee Director
compensation provides for an annual option grant to purchase 2,000 shares of
Company stock and the choice of an additional option grant to purchase 3,000
shares or a grant of shares equivalent in value to the 3,000 options.
The Bell Atlantic Retirement Plan for Outside Directors provides retirement
benefits for some non-employee Directors. The normal benefit is an annual
amount equal to ten percent of the annual Board retainer payable to a
participating Director at the date of retirement, multiplied by the Director's
aggregate years of service as a non-employee Director up to a maximum of ten
years. A participating Director is eligible to receive a retirement benefit at
the later of age 65 or the date of retirement. In November 1995, the Board
voted to discontinue this retirement plan, effective for non-employee Directors
initially elected to the Board after January 1, 1996. In January 1996, each
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non-employee Director who was a participant in the retirement plan was given a
one-time election to forfeit all benefits accrued under the retirement plan in
exchange for additional stock options.
Outside Directors are provided business-related travel accident insurance
coverage and may elect life insurance coverage. The total premiums paid by the
Company for this insurance coverage for all participating non-employee
Directors in 1999 were $15,790.
Bell Atlantic Directors elected before 1992 participate in a charitable giving
program for which the Company is obligated to contribute, upon the Director's
death, an aggregate of one-half million dollars to one or more qualifying
charitable or educational organizations designated by each eligible Director.
Directors who formerly served as Directors of NYNEX Corporation participate in
a similar program for which the aggregate contribution is one million dollars,
payable in ten annual installments commencing when a Director retires or
attains age 65 (whichever occurs later) or dies. Both of these charitable
programs are closed to future participants.
Employee Directors receive no compensation for their Board service.
Other matters. The Company Bylaws establish 70 years as the mandatory
retirement age. A Director who reaches retirement age must retire at or prior
to the next Annual Meeting.
The law firm of Skadden, Arps, Slate, Meagher & Flom LLP is providing ongoing
legal services to the Company in connection with various matters. Helene L.
Kaplan, a Director of the Company, is Of Counsel to that firm.
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ELECTION OF DIRECTORS
ITEM 1 ON PROXY CARD
Under the terms of the Merger Agreement between Bell Atlantic and GTE
Corporation, immediately upon completion of the Merger, which is expected to
occur prior to May 24, 2000, one-half of the Directors of the combined company
are to be designated by the current Bell Atlantic Board and one-half of the
Directors are to be designated by the GTE Board. The Board of Directors of both
GTE and Bell Atlantic have agreed that, initially, the combined company Board
of Directors shall consist of 16 members.
The Bell Atlantic Board of Directors has determined, as follows: (i) if the
Merger has been completed prior to May 24, 2000, all of the individuals named
below shall be Director nominees; (ii) if the Merger has not been completed by
that time, the Board will be reduced to eight members and Mr. Carrion, Mrs.
Kaplan, Mr. Neubauer, Mr. O'Brien, Mr. Price, Mr. Seidenberg, Mr. Shipley and
Mr. Stafford shall be Director nominees. The Proxy Committee intends to vote,
unless otherwise instructed, in accordance with such determination.
Shareholders who do not wish their shares to be voted for a particular nominee
may so indicate in the space provided on the proxy card.
Each nominee has consented to stand for election and the Board does not
anticipate that any nominee will be unavailable to serve. In the event that one
or more of the nominees should become unavailable to serve at the time of the
Annual Meeting, the shares represented by proxy will be voted for the remaining
nominees and any substitute nominee(s). Any substitute nominee, or nominees, to
be designated by the Board will be in accordance with the terms of the Merger
Agreement to ensure that there will be an equal number of Bell Atlantic and GTE
nominees.
Director elections are determined by a plurality of the votes cast.
The following biographies provide a brief description of each nominee's
principal occupation and business experience, age and directorships held in
other public corporations, as well as Bell Atlantic and GTE committee
memberships as of March 31, 2000.
The Board of Directors recommends a vote FOR each of the listed nominees.
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NOMINEES
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JAMES R. BARKER, Chairman of The Interlake Steamship Company
and Vice Chairman of Mormac Marine Group, Inc. and Moran Towing
Company. Director of The Pittston Company; Eastern Enterprises.
Director of GTE since 1976; Chairman of its Nominating
Committee and member of its Executive Compensation and
Organizational Structure Committee and Strategic Issues,
Planning and Technology Committee. Age 64.
[PHOTO OF JAMES R. BARKER]
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EDWARD H. BUDD, Retired Chairman, The Travelers Corporation.
Director of Delta Air Lines, Inc. Director of GTE since 1985;
Chairperson of its Audit Committee and member of its Nominating
Committee and Executive Compensation and Organizational
Structure Committee. Age 66.
[PHOTO OF EDWARD H. BUDD]
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RICHARD L. CARRION, Chairman, President and Chief Executive
Officer, Popular, Inc. (bank holding company) and Chairman,
President and Chief Executive Officer, Banco Popular de Puerto
Rico. Director of Bell Atlantic since 1997 (Director of NYNEX
Corporation 1995-1997); member of Human Resources Committee.
Age 47.
[PHOTO OF RICHARD L. CARRION]
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ROBERT F. DANIELL, Retired Chairman, United Technologies
Corporation; Chairman (1987-1997). Director of Shell Oil
Company. Director of GTE since 1996; member of its Audit
Committee, Pension Trust Coordinating Committee and Public
Policy Committee. Age 66.
[PHOTO OF ROBERT F. DANIELL]
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HELENE L. KAPLAN, Of Counsel to the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP. Director of The Chase Manhattan
Corporation; Exxon Mobil Corporation; The May Department Stores
Company; Metropolitan Life Insurance Company. Director of Bell
Atlantic since 1997 (Director of NYNEX Corporation 1990-1997);
Chair of Policy and Organization Committee and member of
Executive Committee. Age 66.
[PHOTO OF HELENE L. KAPLAN]
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CHARLES R. LEE, Chairman and Chief Executive Officer, GTE.
Director of United Technologies Corporation, USX Corporation
and The Procter & Gamble Company. Director of GTE since 1989;
member of its Strategic Issues, Planning and Technology
Committee. Age 60.
[PHOTO OF CHARLES R. LEE]
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SANDRA O. MOOSE, Senior Vice President and Director of The
Boston Consulting Group, Inc. Director of Rohm and Haas Company
and 27 investment companies sponsored by The New England Funds.
Director of GTE since 1978; Chairperson of its Public Policy
Committee and member of its Audit Committee and Strategic
Issues, Planning and Technology Committee. Age 58.
[PHOTO OF SANDRA O. MOOSE]
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JOSEPH NEUBAUER, Chairman and Chief Executive Officer, ARAMARK
Corporation (managed services), since 1984; President (1983-
1997). Director of CIGNA Corporation; Federated Department
Stores; First Union Corporation. Director of Bell Atlantic
since 1995; member of Audit Committee. Age 58.
[PHOTO OF JOSEPH NEUBAUER]
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THOMAS H. O'BRIEN, Chairman and Chief Executive Officer, The
PNC Financial Services Group, Inc. Director of Blackrock, Inc.;
Hilb, Rogal and Hamilton Company; USAirways. Director of Bell
Atlantic since 1987; Chairperson of Human Resources Committee
and member of Executive Committee. Age 63.
[PHOTO OF THOMAS H. O'BRIEN]
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RUSSELL E. PALMER, Chairman and Chief Executive Officer, The
Palmer Group (investment firm). Director of Honeywell
International Inc.; The May Department Stores Company;
Safeguard Scientifics, Inc.; Federal Home Loan Mortgage
Corporation. Director of GTE since 1984; Chairman of its
Executive Compensation and Organizational Structure Committee
and member of Nominating Committee and Strategic Issues,
Planning and Technology Committee. Age 65.
[PHOTO OF RUSSELL E. PALMER]
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HUGH B. PRICE, President and Chief Executive Officer, National
Urban League. Director of Metropolitan Life Insurance Company;
Sears, Roebuck and Co. Director of Bell Atlantic since 1997
(Director of NYNEX 1995-1997); member of Policy and
Organization Committee. Age 58.
[PHOTO OF HUGH B. PRICE]
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IVAN G. SEIDENBERG, Chairman of the Board, Bell Atlantic
Corporation, since December 31, 1998 and Chief Executive
Officer, since June 1, 1998; Vice Chairman, President and Chief
Operating Officer (1997-1998); NYNEX Corporation Chairman and
Chief Executive Officer (1995-1997). Director of American Home
Products Corporation; Boston Properties, Inc.; CVS Corporation;
Honeywell International Inc.; Viacom, Inc. Director of Bell
Atlantic since 1997 (Director of NYNEX Corporation 1991-1997);
member of Executive Committee. Age 53.
[PHOTO OF IVAN G. SEIDENBERG]
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WALTER V. SHIPLEY, Retired Chairman and Chief Executive
Officer, The Chase Manhattan Corporation; Chairman and Chief
Executive Officer (1983-1992; 1994-1999). Director of Champion
International Corporation; Exxon Mobil Corporation. Director of
Bell Atlantic since 1997 (Director of NYNEX Corporation 1983-
1997); member of Human Resources Committee. Age 64.
[PHOTO OF WALTER V. SHIPLEY]
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JOHN W. SNOW, Chairman, President and Chief Executive Officer,
CSX Corporation (rail freight). Director of Circuit City
Stores, Inc.; Johnson & Johnson; USX Corporation. Director of
GTE since 1998; member of its Audit Committee, Pension Trust
Coordinating Committee and Public Policy Committee. Age 60.
[PHOTO OF JOHN W. SNOW]
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JOHN R. STAFFORD, Chairman, President and Chief Executive
Officer, American Home Products Corporation (healthcare and
agriculture products). Director of The Chase Manhattan
Corporation; Deere & Company; Honeywell International Inc.
Director of Bell Atlantic since 1997 (Director of NYNEX
Corporation 1989-1997); Chairperson of Executive Committee. Age
62.
[PHOTO OF JOHN R. STAFFORD]
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ROBERT D. STOREY, Partner, Cleveland law firm of Thompson, Hine
& Flory LLP. Director of The Proctor & Gamble Company; The May
Department Stores Company. Director of GTE since 1985; member
of its Audit Committee; Nominating Committee and Public Policy
Committee. Age 64.
[Photo of Robert D. Storey]
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR
ITEM 2 ON PROXY CARD
Subject to shareholder ratification, the Board of Directors, acting upon the
recommendation of the Audit Committee, has reappointed the firm of
PricewaterhouseCoopers LLP, certified public accountants, as independent
auditor to examine the financial statements of Bell Atlantic for the fiscal
year 2000. Following the Merger with GTE, the combined company will continue to
reserve the right to change its independent auditor if deemed appropriate.
Ratification requires the affirmative vote of a majority of eligible shares
present at the Annual Meeting, in person or by proxy, and voting on the matter
of ratification. If this appointment is not ratified by the shareholders, the
Audit Committee may reconsider its recommendation.
One or more representatives of PricewaterhouseCoopers are expected to be at the
Annual Meeting. They will have an opportunity to make a statement and will be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification.
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SHAREHOLDER PROPOSALS
ITEMS 3 - 6 ON PROXY CARD
The shareholders named below have told us that they intend to have the
following proposals presented at the Annual Meeting. Approval of a shareholder
proposal requires the affirmative vote of a majority of eligible shares present
at the Annual Meeting, in person or by proxy, and voting on the matter. The
Board has concluded that it cannot support these proposals for the reasons
given.
Item 3 on Proxy Card:
Mrs. Evelyn Y. Davis, Watergate Office Building, Suite 215, 2600 Virginia
Avenue, NW, Washington DC 20037, owner of 424 shares of the Company's common
stock, proposes the following:
"RESOLVED: That the shareholders recommend that the Board take the necessary
steps that Bell Atlantic specifically identify by name and corporate title in
all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional compensation
bonuses and other cash payments were due them.
REASONS: In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized.
At present only a few of the most senior executive officers are so identified,
and not the many other senior executive officers who should contribute to the
ultimate success of the Corporation. Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management. Last year the owners of
131,954,849 shares, representing approximately 12.6% of shares voting, voted
FOR this proposal. If you AGREE, please mark your proxy FOR this proposal."
BOARD OF DIRECTORS' POSITION:
The Board of Directors does not believe the adoption of this proposal would
impart any meaningful additional information to shareholders. The Board
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believes that the disclosure requirements of the Securities and Exchange
Commission ("SEC") currently provide shareholders with sufficient information
with respect to executive compensation matters. In accordance with SEC rules,
the Company already provides detailed information in its Proxy Statement
regarding the compensation of its most highly compensated executive officers,
including the terms and conditions of any contractual agreements.
The Board of Directors recommends a vote AGAINST this proposal.
Item 4 on Proxy Card:
The Association of BellTel Retirees, 157 Main Street, P.O. Box 33, Cold Spring
Harbor, New York 11724, owners of 214 shares of the Company's common stock, and
Robert A. Rehm, 5 Erie Court, Jericho, New York 11753, owner of 3,576 shares of
the Company's common stock, propose the following:
"Resolved: That the shareholders of Bell Atlantic urge their Board of Directors
to seek shareholder approval in advance for all future or renewed severance
agreements with the Company's executive officers, including so-called "golden
parachute" and "golden good-bye" severance agreements, that provide more
generous pay-outs than the Senior Management Retirement Income Plan available
to other senior managers.
For the purposes of this resolution, "golden parachutes" are defined as
severance agreements triggered when executives are terminated, or resign, after
a change in corporate control; and "golden good-byes" are defined as severance
payments made to executives who terminate their employment voluntarily,
including early retirement, or who are terminated without good cause.
Supporting Statement: "Golden parachute" and "golden good-bye" severance
agreements are among the most costly, wasteful and anti-shareholder forms of
executive compensation. Our Company's top executive officers are covered by
multi-million dollar "golden good-bye" agreements that can be triggered not
only by a change in control, but by contingencies that include an executive's
own voluntary departure "following Mr. [Charles R.] Lee's election as Chairman
of the Board of the combined company," as provided for in the merger agreement
with GTE.
Without shareholder consent, such severance agreements create potential
conflicts of interest and undermine shareholder confidence that executive pay
is properly aligned with the interests of shareholders. Indeed, the Company
itself disclosed, in its 1999 proxy statement preceding the GTE merger vote,
that "the interests of these people [top executive officers] in the merger may
be different from, or greater than, your interests."
At last year's Annual Meeting, more than 306 million shares (30 percent of the
votes cast) were voted in favor of this proposal. Resolutions requesting
advance shareholder approval of golden parachute agreements have been approved
by a majority of stockholders voting at six public companies since 1990.
Requiring shareholder approval of golden severance agreements is popular for a
very good reason. Directors, including outside directors, typically owe their
lucrative board appointments to incumbent management.
In the 1999 proxy, management defended its employment and severance agreements
with top senior officers as "reasonable and appropriate to ensure completion of
the merger" with GTE. Yet those 1998 agreements promised executives millions of
dollars in liquidated damages if (among other contingencies) "Ivan Seidenberg
is not elected Chairman of the Board by December 31, 1998, or is removed from
or resigns from that position during the Term of Employment . . . or there has
been a "change in control' of Bell Atlantic" (with "change of control" defined
very broadly).
The 1999 proxy also disclosed additional "implementation incentives," totaling
$13.8 million, that would be paid to 8 senior officers upon completion of the
merger with GTE, on top of "retention incentives" valued at $27 million. In
essence, the Company's top executives get windfall compensation whether they
stay or whether they leave.
Compare this to the treatment of Bell Atlantic retirees, many of whom put in 30
or more years of loyal service. Most retirees have not received a pension cost-
of-living adjustment (COLA) in 9 years. This unfortunate policy change has
already allowed inflation to erode the purchasing power of their modest
retirement incomes by over 25%.
The 3-year program, announced late last year, to increase minimum pension
benefits for some retirees was welcome and overdue. The recently announced lump
sum payments to certain retirees is again a step in the right direction -- yet
still patently unfair to many retirees and woefully inadequate for others.
Words like these cannot be attached to the excessive golden good-bye agreements
described above.
During the debate over this proposal at the 1999 Annual Meeting, CEO Seidenberg
stated that top executives "don't get anything if [they] just walk out the
door. If people just quit, nothing is triggered." But the 1999 proxy reveals
that if the GTE merger is
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implemented as planned -- and Lee becomes Chairman of Bell Atlantic -- several
top executives can opt to treat Lee's election as a "constructive discharge"
and walk away with millions of dollars in severance payments.
Golden severance agreements have proven to be extremely costly to shareholders
at other companies. A 1996 study (by the independent Investor Responsibility
Research Center) of 55 recently merged companies disclosing severance pay-outs
triggered by a change in control, revealed a median cash pay-out of $11
million. And a 1990 study of 1,000 major U.S. firms by the United Shareholders
Association found that the average annualized two-year return was 20 percent
higher for the 559 companies without executive golden parachutes.
We urge all shareholders to VOTE FOR this proposal."
BOARD OF DIRECTORS' POSITION:
The Board of Directors continues to believe that a blanket prohibition on the
use of employment and severance agreements with executive officers without
prior shareholder approval would unduly restrict the key Board function of
hiring, retaining and, when necessary, terminating executive officers of the
Company. The Company does not enter into such agreements on a routine basis or
with large numbers of executives. Agreements are based on case-by-case
assessments, by the Board's Human Resources Committee, of an executive's past
and future value, current business circumstances, and other strategic
considerations.
As noted by the proponents, the Company has entered into employment agreements
with its most senior executive officers in connection with the pending merger
with GTE. The Board believes that these agreements are reasonable and
appropriate to ensure completion of the merger, an effective integration
process and realization of the merger's benefits.
The Board firmly believes that agreements of this type, when used judiciously
under appropriate circumstances, promote shareholders' interests by enabling
the Company to recruit and retain the most qualified executive officers to lead
our business. In many cases (e.g., mergers, unexpected executive departures,
etc.), it would simply not be feasible for the Company to wait the several
months necessary to seek shareowner approval before acting. Accordingly, the
Board has concluded it should retain the flexibility to use such agreements,
where they are appropriate, without the requirement of shareowner approval.
The Board of Directors recommends a vote AGAINST this proposal.
Item 5 on Proxy Card:
John A. Parente, 2805 Granville Avenue, Schenectady, New York 12306-2225, who
owns 6,014 shares of the Company's common stock, and Edwin J. Ward of 32 Angela
Lane, Bay Shore, New York 11706, who owns 3,442 shares of the Company's stock,
propose the following:
"Resolved: The shareholders of Bell Atlantic urge the Company's Board of
Directors to take the steps necessary to amend the Company's By-Laws, after the
2000 annual meeting, to provide that the Board shall consist of a majority of
independent directors and that no more than two directors shall be current or
former senior executive officers ("insiders"). For these purposes, the
definition of independent director shall mean a director who:
has not been employed by the Company or an affiliate in the previous five
years;
is not a relative of any member of the Company's management;
provides no other personal or professional services for pay to the Company;
is not employed by a significant supplier or provider of professional services
to the Company;
is not employed by a foundation, university or other nonprofit institution that
has received a grant or endowment from the Company within the last five years;
is not an officer of a company on which any of the Company's top five executive
officers also serves as a board member.
Supporting Statement: Bell Atlantic has one of the least independent boards
among large U.S. companies. In 1999, only 10 of the Company's 21 directors --
48 percent -- were independent of management. By comparison, the Boards of 88%
of S&P 500 companies have a majority of independent directors, according to the
1999 Board Practices study by the impartial Investor Responsibility Research
Center (IRRC). While IRRC reports that more than two-thirds of S&P 500
directors are independent, during 1999 our Company's Board included 5 senior
executives (insiders) and at least 6 outside directors with personal financial
ties to the Company or to one of the top five executive officers.
To effectively perform their role as monitors of management performance,
directors must not be management employees who report to the CEO and
9
<PAGE>
whose careers are at his mercy. The IRRC's Board Practices study revealed that
only 2 percent of the S&P Super 1,500 companies had more inside (employee)
directors than Bell Atlantic, while 72% had no more than two.
The Board has been infested with conflicts of interest. In addition to 5
employee directors, 6 of the outside directors on the current board were non-
independent in 1999 due to board interlocks, or because their own organizations
received substantial grants or fees from Bell Atlantic.
With respect to interlocks, Ivan Seidenberg, our Company's CEO, sits on the
board that employs and sets the salary of board member Stafford. Seidenberg
also sits on the board of CVS, where board member Goldstein was chairman and
CEO until he retired during 1999. A third outside director, Eckhard Pfeiffer,
is now technically independent only because he stepped down last year as CEO of
Compaq, where Company V.P. Babbio sat on Compaq's board of directors.
Three other outside directors (Price, Kennan and Kean) head nonprofits that
have received substantial grants from the Bell Atlantic Foundation. A seventh
outside director (Kaplan) is Of Counsel to one of the Company's primary law
firms.
Recently the Company notified us that following completion of the merger with
GTE it expects that Charles R. Lee and Ivan Seidenberg will be the only two
Officers on the Board. The Company said it also expects that the new Board will
be somewhat smaller. If this is the case, the Company is to be congratulated
for reducing the number of inside directors to two, a change we urged them to
make at the 1998 and 1999 annual meetings.
It is too early to tell whether the post-merger Board will, as a result, move
from a clear minority to a clear majority of truly independent directors.
However, it is not clear that the new combined board will be truly independent
based on the makeup of GTE's own board. Among GTE's 11 current directors are 2
insiders and at least 3 outside directors with disclosed financial conflicts
(see the Joint Statement of Proxy for 1999 Annual Meetings, April 13, 1999,
page III-14). Even if the newly reconstituted Board is more independent, post-
merger, this seems to be an appropriate time to amend the By-Laws to guarantee
an independent and accountable Board into the future.
There is a widespread consensus that a majority of truly independent directors
is critical to ensure investor confidence that top management is being held
accountable to shareholders. Among the business and shareholder groups that
endorse this basic principle are the Business Roundtable, the National
Association of Corporate Directors (NACD), the Council of Institutional
Investors (CII), the California Public Employees Retirement System (CalPERS),
the Investor Rights Association of America (IRAA) and the Association of
BellTel Retirees. The NACD's Blue Ribbon Commission Report on Director
Professionalism, for example, took a strong stand against board candidates who
have financial relationships or interlocking directorships with Company
officers.
Financial studies also support the argument that independent directors can
enhance share value. Companies with independent boards receive significantly
higher initial tender offer premiums, concludes a 1996 study by Professor James
Cotter in the Journal of Financial Economics.
An amendment to the Company's by-laws is the only way to ensure that the Board
will at all times tend to operate independent of management control.
We urge you to please VOTE FOR this proposal."
BOARD OF DIRECTORS' POSITION:
The Board of Directors wholeheartedly agrees with the main premise of this
proposal -- that the Board of Directors should consist of a majority of
independent Directors. In fact, the Bell Atlantic Board has consisted of a
majority of such independent directors, under any reasonable definition of
independence, at all times since the Company was founded in 1983.
The Board is confident that the types of relationships referred to by the
proponents do not impair in any way the independence of the individual
Directors named, and believes that there is no basis for the proponents'
statement that the Board is "insufficiently independent of management". There
is no need to include the Board's established commitment to independence in the
Bylaws.
Furthermore, the Board does not believe that a commitment to an independent
Board leads to the conclusion that the number of employee Directors must be
limited to an arbitrary number. In connection with the Merger with GTE, as set
forth in this Proxy Statement, it has been determined that it will be
appropriate for the combined company Board initially to consist of 16
Directors, one-half of whom have been designated by each pre-Merger company and
two of whom are executive officers.
Given the Board's history of independence, and concerns that any Bylaw
arbitrarily limiting the number
10
<PAGE>
of employee Directors would unnecessarily restrict its flexibility to tailor
the number of employee Directors to changing business circumstances, the Board
has concluded that it cannot support this proposal.
The Board of Directors recommends a vote AGAINST this proposal.
Item 6 on Proxy Card:
Mr. Richard A. Dee, 115 East 89th Street, New York, NY 10128, owner of 864
shares of the Company's common stock, proposes the following:
"It is hereby requested that the Board of Directors promptly adopt a resolution
calling for the establishment of a Stockholder Matching Gift Program, similar
to and patterned on the Bell Atlantic Foundation -- Matching Gift Program, that
will enable Bell Atlantic stockholders to have all or a portion of the
dividends to which they become entitled paid to qualifying organizations of
their choice, with such contributions matched by the Company to an extent
determined by the Board.
Such a program will provide the owners of Bell Atlantic, its stockholders, with
incentives and a means by which to leverage their generosity similar to those
that the company now provides employees and retirees-- and even outside
directors.
For many years, support of educational and other socially-beneficial
organizations has been encouraged by the Bell Atlantic Foundation -- Matching
Gift Program. Education is widely considered the most crucial factor that will
determine our nation's future, and educational organizations receive about 75%
of the value of matching gifts generated by this and similar well-established
and well-accepted programs offered by over a thousand forward-looking
companies.
A Stockholder Matching Gift Program similar to and patterned upon the company's
employee matching gift program will provide a new right and a new sense of
participation to Bell Atlantic stockholders, most of whom, in common with the
stockholder-owners of most large publicly-owned companies, now experience
little if any connection to the company.
The Stockholder Matching Gift Program concept is new, and establishment of such
a program for Bell Atlantic stockholders therefore will require action by the
Board of Directors -- as called for by this Proposal. Program implementation
and day-to-day operation, as with the employee program, will be the
responsibility of management.
In recent years, stockholders of a growing number of major publicly-owned
companies, including Bell Atlantic, have been critical of corporate charity --
its extent and its recipients. A Stockholder Matching Gift Program will enable
Bell Atlantic stockholders to designate, relative to their ownership interest
in the company, the amounts and recipients of at least some part of the
company's charity.
Although matching gift programs that enable individuals to leverage their
charity are available to many investors through their employers, a far greater
number, including many Bell Atlantic stockholders, have no access at all to
such important and valuable socially-beneficial programs because they are self-
employed or employees or retirees of companies without such programs.
Because the financial needs of many stockholders decline following their
retirement, opportunities to leverage their generosity through Stockholder
Matching Gift Programs hopefully will serve as powerful incentives for them to
increase substantially their contributions to socially-beneficial
organizations.
Investors have begun to look with favor upon companies genuinely concerned with
the nation's future -- companies that consider contributions to the nation's
future "affordable'. A Stockholder Matching Gifts Program will enhance Bell
Atlantic's reputation as an active and concerned corporate citizen, and the
cost of such a program will be more than justified by increased community
goodwill and the building of a more loyal and supportive stockholder base.
Please vote FOR this proposal."
BOARD OF DIRECTORS' POSITION:
The Board of Directors is proud of the record of Bell Atlantic and Bell
Atlantic Foundation and their role in supporting educational, cultural, health
and human services organizations in the communities in which Bell Atlantic
operates. A key component of Bell Atlantic's efforts is the Bell Atlantic
Matching Gift Program that was specifically designed to increase awareness of
and participation in Bell Atlantic's charitable activities by allowing
employees, retirees and Directors to maximize their charitable contributions
through matching donations made by Bell Atlantic. The Board of Directors is
committed to continuing its support of this worthy program; however, it must be
done in a fiscally responsible manner.
In accordance with prudent fiscal practices, funding for programs such as the
Matching Gift Program are finite and aligned with the Company's performance.
This proposal, while well intentioned, would add an additional two million
eligible participants to the
11
<PAGE>
program, potentially increasing the Company's commitment to levels it may not
be able to sustain. The expenditures required to develop, staff and fund such
an ambitious undertaking would place an inordinate burden upon the Company and
its finances. Therefore, the Board of Directors does not believe it is in the
best interest of the shareholders or the Company.
Bell Atlantic and Bell Atlantic Foundation remain committed to contributing
appropriately and in a fiscally responsible manner to the not for profit
community.
The Board of Directors recommends a vote AGAINST this proposal.
SUBMISSION OF SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATIONS
Shareholders wishing to have a proposal included in the Board of Directors'
2001 Proxy Statement must submit the proposal so that the Corporate Secretary
receives it no later than December 13, 2000. SEC rules set forth standards as
to which shareholder proposals are required to be included in a proxy
statement. Also, in the case of shareholder proposals which are not included in
the proxy statement, SEC rules specify that certain requirements contained in
the Company's Bylaws need to be followed. The Bylaws require any shareholder
wishing to make a nomination for Director, or wishing to introduce a proposal
or other business, at the 2001 Annual Meeting of Shareholders to give the
Company advance written notice thereof no later than 90 days prior to the
anniversary date of the 2000 Annual Meeting, or February 24, 2001. Shareholders
may request a copy of the Bylaws from the Corporate Secretary, Bell Atlantic
Corporation, 1095 Avenue of the Americas, 38th Floor, New York, New York 10036.
- --------------------------------------------------------------------------------
12
<PAGE>
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13
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE HUMAN RESOURCES COMMITTEE
ON EXECUTIVE COMPENSATION
This report is made by the Human Resources Committee of the Bell Atlantic Board
of Directors, which is the committee charged with establishing and
administering the policies and plans which govern compensation for the
executive officers listed in the compensation tables in this Proxy Statement.
For the named executive officers who are also members of the Bell Atlantic
Board of Directors, the committee makes compensation recommendations that are
subject to approval by the non-employee members of the Board.
PHILOSOPHY
Compensation of the named executive officers of Bell Atlantic is set at levels
that are intended to be sufficiently competitive with similarly-sized companies
operating in similar markets to permit Bell Atlantic to attract and retain the
best possible individuals. When considering Bell Atlantic's compensation
program, the committee maintains a "total compensation" perspective that takes
into account various components, including cash and equity-based compensation,
deferred compensation and retirement programs, health and welfare benefits, and
perquisites.
The committee periodically engages independent consultants to review total
compensation and component pay levels at comparable companies. Bell Atlantic's
compensation program is designed to be consistent with median pay levels of the
three "peer group" companies identified on page 23 of this Proxy Statement, as
well as other companies considered by independent consultants to be appropriate
for comparison after adjusting the compensation paid at the smallest of these
companies to take into account their smaller size.
The compensation of each of the named executive officers is based upon both
individual and company performance, and the program emphasizes a pay-for-
performance philosophy. The compensation plans have been structured to provide
incentives for executive officer performance that will result in continuing
improvements in Bell Atlantic's financial results, customer satisfaction, and
stock price over both the short term and the long term. The plans have also
been designed to emphasize the creation of shareholder value, by providing for
payment of a significant portion of incentive compensation in the form of stock
options. Thus, the value generated for Bell Atlantic's shareholders is a key
factor in determining the value ultimately realized by the named executive
officers under the compensation plans.
COMPENSATION STRUCTURE
The compensation structure for the named executive officers has three principal
components:
. salary,
. a short term performance-based incentive paid in cash, and
. a long term incentive in the form of stock options.
Two of the three principal components of the compensation program are
performance-based and at risk, meaning that the ultimate value of the total
compensation depends on factors such as company financial performance, customer
satisfaction, attaining diversity objectives, individual performance, and stock
price. The long term incentive component, in the form of stock options, is
entirely tied to the performance of Bell Atlantic's common stock. The short
term incentive component, which consists of a cash bonus paid under Bell
Atlantic's Short Term Incentive Plan, is performance-based and tied to the
achievement of business, financial and customer satisfaction objectives, as
well as individual performance. The salary component, once established, is not
subject to contingency and is paid in cash. The committee regularly reviews
each of these components of executive compensation.
The committee's decisions affecting compensation of the named executive
officers for 1999 were based on an extensive market study which had been
conducted by the committee's independent consultants in 1997 and brought up to
date for purposes of determining whether there should be any change in the 1999
compensation structure. The committee decided not to change the overall
compensation structure for 1999 from the structure in effect during 1998.
Bell Atlantic's compensation structure provides for a set of four broad market-
based compensation bands for executive officers, plus one category above those
bands for the Chairman and Chief Executive Officer. For each of the named
executive officers and for other executive officers in the two highest bands,
the committee approved an annual salary rate effective January 1, 1999.
14
<PAGE>
For executive officers in the two lower bands, the committee authorized the
Executive Vice President --Human Resources to approve an annual salary rate
effective January 1, 1999. For each of the four broad bands and the Chief
Executive Officer, the committee approved a short term incentive percentage and
a long term incentive percentage for 1999. For each executive officer, the
applicable short term percentage, multiplied by the individual's actual annual
salary rate, determined the maximum short term incentive award for the
performance year. Likewise, the long term percentage, multiplied by the
individual's actual salary, formed the base value for the aggregate number of
stock options granted in 1999. Under the short term and long term incentive
programs, however, the committee reserves the discretion to increase or
decrease the short term award or the number of options based on individual
performance.
It is expected that the committee will continue to review annually, with the
advice of independent consultants, what adjustments to make in the existing
salary structure for the executive officer group.
COMPONENTS OF COMPENSATION
Salary. Salaries shown in column (c) of the Summary Compensation Table
represent the non-contingent portion of cash compensation for the named
executive officers for 1999. Changes in salary depend upon such factors as
individual performance, the period of time the executive officer has been in
his current position, market changes in the value of that position, and the
economic and business conditions affecting Bell Atlantic at the time.
Short Term Incentive. The amounts shown under "Bonus" in column (d) of the
Summary Compensation Table represent the amount of the short term incentive
awarded to each of the named executive officers for the 1999 performance
period.
The amount of the short term incentive awarded to each named executive officer
depends in part upon growth in earnings per share and in part on customer
satisfaction and diversity indicators over the applicable performance period.
Furthermore, for a named executive officer who has management responsibilities
for a particular line of business or business sector, the short term incentive
also depends on certain additional financial results and strategic
accomplishments of that line of business or business sector.
During the year, the committee may decide to exclude from the determination of
earnings per share growth the effects of changes in accounting methods or other
items considered extraordinary, unusual, or infrequently occurring. The
committee reviews the earnings per share growth and potential adjustments at
each of its meetings and reports regularly to the Bell Atlantic Board of
Directors on any adjustments.
For the Chief Executive Officer and most other executive officers, the success
of Bell Atlantic in achieving customer satisfaction had a 25% weighting when
determining an individual's short term incentive award for 1999, while
financial and other strategic objectives generally had a 75% weighting. The
combination of these factors is also subject to adjustment based on the
achievement of internal service thresholds and diversity objectives.
Stock Options. The long term incentive component of compensation consists
solely of stock options granted under Bell Atlantic's Incentive Stock Option
Plan. For 1999, the committee generally set the number of options to be granted
based on the recipient's actual base salary multiplied by a long term incentive
percentage applicable to the recipient's compensation band. In certain cases,
the committee then increased or decreased the size of the grant as it deemed
appropriate. The number of stock options granted to each of the named executive
officers is shown in column (g) of the Summary Compensation Table.
All stock options are granted with exercise prices equal to the fair market
value of the stock on the date of grant and, therefore, any value which
ultimately accrues to executive officers is based entirely on Bell Atlantic's
stock performance and bears a direct relationship to value realized by Bell
Atlantic's shareholders.
1999 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The plans and policies discussed above were the basis for the 1999 compensation
of Ivan G. Seidenberg, Bell Atlantic's Chief Executive Officer. Mr.
Seidenberg's annual salary is shown in column (c) of the Summary Compensation
Table, and his short term incentive award is shown under "Bonus" in column (d)
of this table. Mr. Seidenberg's short term incentive award for 1999 was
$2,106,000, out of a possible range of zero to $2,700,000. In making this
award, the committee (i) determined Bell Atlantic's earnings per share growth
from 1998 to 1999, after eliminating the financial consequences of several
extraordinary, unusual or infrequent events, and (ii) reviewed performance
against customer satisfaction benchmarks. These criteria resulted in an award
of $2,106,000 to Mr. Seidenberg. During 1999, the committee also granted a
total of 588,240 stock options to Mr. Seidenberg as listed in column (g) of the
table.
15
<PAGE>
APPLICABLE TAX CODE PROVISION
The committee has reviewed the potential consequences for Bell Atlantic of
Section 162(m) of the Internal Revenue Code, which imposes a limit on tax
deductions for annual compensation in excess of one million dollars paid to any
of the five most highly compensated executive officers. In 1994, shareholders
approved an amendment to the Stock Option Plan to qualify compensation provided
under that plan as "performance-based" compensation, which is excluded for
purposes of the one million dollar limit. In the committee's opinion, the
modifications to the short term incentive plan which would be necessary to
similarly qualify payments under that plan would not be in Bell Atlantic's best
interest. In 1999, the limitation under Section 162(m) had a net tax effect on
Bell Atlantic of approximately $2.4 million, which the committee does not
consider to be material to Bell Atlantic's overall financial status. Section
162(m) is not expected to have a material effect on Bell Atlantic in 2000.
Respectfully submitted,
Human Resources Committee
Thomas H. O'Brien, Chairman
Richard L. Carrion
Thomas H. Kean
Elizabeth T. Kennan
Walter V. Shipley
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Babbio, President and Chief Operating Officer of the Company, is a Director
of ARAMARK Corporation and Compaq Computer Corporation and serves as a member
of the compensation committee of both companies. Mr. Neubauer, Chairman and
Chief Executive Officer of ARAMARK Corporation, and Mr. Pfeiffer, former
President and Chief Executive Officer of Compaq Computer Corporation, serve on
the Company's Board of Directors but neither serves on the Company's Human
Resources Committee. Mr. Babbio began serving on the compensation committee of
Compaq Computer Corporation on April 19, 1999, following Mr. Pfeiffer's
resignation from that company.
- --------------------------------------------------------------------------------
16
<PAGE>
COMPENSATION TABLES
The following tables contain compensation data for the Chief Executive Officer
and the four other most highly compensated executive officers.
<TABLE>
<CAPTION>
Summary Compensation Table
- -----------------------------------------------------------------------------------------------
Dollars in Thousands
Long Term
Annual Compensation Compensation
------------------------------ --------------------
(a) (b) (c) (d) (e) (g) (h) (i)
Name and Other Annual Options/ LTIP All Other
Principal Position Year Salary Bonus Compensation SARs (#)/3/ Payouts Compensation
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ivan G. Seidenberg 1999 $1,200.0 $2,106.0 $228.3/2/ 588,240 -- $9,620.2/5/
Chairman and Chief 1998 $ 850.0 $1,210.4 $101.7 333,340 -- $ 965.5
Executive Officer 1997 $ 787.5 $1,799.3 $184.6 322,052/4/ $648.9 $3,480.2
Frederic V. Salerno 1999 $ 750.0 $ 877.5 $183.3/2/ 291,060 -- $ 626.4/5/
Senior Executive Vice
President 1998 $ 718.8 $ 962.4 $108.3 300,129 -- $5,473.7
and Chief Financial
Officer/ 1997 $ 593.7 $1,001.1 $111.5 177,048/4/ $646.9 $1,370.7
Strategy & Business
Development
James G. Cullen 1999 $ 750.0 $ 866.3 $ 93.3/2/ 393,118 -- $2,469.5/5/
President and Chief 1998 $ 718.8 $ 962.4 $160.1 387,794 -- $4,808.8
Operating Officer 1997 $ 632.7 $ 903.6 330,826 -- $1,510.5
Lawrence T. Babbio, Jr. 1999 $ 750.0 $ 866.3 $104.2/2/ 382,022 -- $2,483.2/5/
President and Chief 1998 $ 718.8 $ 962.4 $133.6 305,304 -- $4,811.5
Operating Officer 1997 $ 626.9 $ 903.6 -- 306,870 -- $1,510.5
James R. Young 1999 $ 475.0 $ 444.6 -- 117,031 -- $ 364.0/5/
Executive Vice President
and 1998 $ 443.8 $ 465.5 -- 112,604 -- $ 542.8
General Counsel/1/ 1997 $ 364.0 $ 420.4 -- 97,132 -- --
- ------------------------------------------------------------------------------------------------
</TABLE>
/1/Mr. Young separated from Bell Atlantic service as of the close of business
on December 31, 1999.
/2/These amounts include incremental costs for personal use of Company aircraft
by Messrs. Seidenberg, Salerno, Cullen and Babbio in the amounts of $115,215,
$142,434, $59,731 and $61,206, respectively, and reimbursement of taxes for
Mr. Seidenberg in the amount of $74,510.
/3/Numbers of options have been adjusted to reflect the 2-for-1 stock split on
June 1, 1998.
/4/Numbers reflect the conversion of all NYNEX stock options to Bell Atlantic
stock options at the ratio of .768 Bell Atlantic option for each NYNEX
option.
/5/These amounts include: Company contributions to qualified plans for Messrs.
Seidenberg, Salerno, Cullen, Babbio and Young in the amounts of $18,441,
$18,643, $19,200, $19,200 and $17,600, respectively, and to the non-qualified
Income Deferral Plan in the amounts of $815,148, $574,388, $737,900, $751,623
and $346,416, respectively; the value of premiums paid for executive life
insurance coverage for Messrs. Seidenberg and Salerno in the amounts of
$32,018 and $33,367, respectively; stay incentive bonus payments received by
Messrs. Cullen and Babbio, each in the amount of $1,712,400, pursuant to
employment agreements; and a special Company contribution to Mr. Seidenberg's
account under the Income Deferral Plan in the amount of $3,224,483 pursuant
to his employment agreement; and an incentive bonus payment in the amount of
$5,530,072 deferred by Mr. Seidenberg pursuant to his prior retention
agreement.
- --------------------------------------------------------------------------------
17
<PAGE>
<TABLE>
<CAPTION>
1999 Option/SAR Grants
- --------------------------------------------------------------------------------------------
Individual Grants
------------------------------------------------------
Number of Securities % of Total Exercise
Underlying Options/SARs or Base Grant Date
Options/SARs Granted Granted to Price Expiration Value/3
Name (#) Employees ($/Share) Date / ($000)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ivan G. Seidenberg 588,240/1/ 2.69% $55.7500 1/2009 $6,988,291.2
Frederic V. Salerno 291,060/1/ 1.33% $55.7500 1/2009 $3,457,792.8
James G. Cullen 291,060/1/ 1.33% $55.7500 1/2009 $3,457,792.8
8,315/2/ 0.04% $64.5000 1/2001 $ 98,782.2
7,324/2/ 0.03% $64.5000 1/2002 $ 87,009.1
1,549/2/ 0.01% $64.5000 1/2003 $ 18,402.1
8,544/2/ 0.04% $64.5000 1/2004 $ 101,502.7
1,550/2/ 0.01% $64.5000 1/2005 $ 18,414.0
2,309/2/ 0.01% $64.5000 10/2003 $ 27,430.9
72,467/2/ 0.33% $64.5000 1/2007 $ 860,908.0
Lawrence T. Babbio, Jr. 291,060/1/ 1.33% $55.7500 1/2009 $3,457,792.8
19,662/2/ 0.09% $57.2500 1/2004 $ 233,584.6
9,305/2/ 0.04% $57.2500 1/2003 $ 110,543.4
1,746/2/ 0.01% $57.2500 1/2001 $ 20,742.5
1,746/2/ 0.01% $57.2500 1/2005 $ 20,742.5
2,871/2/ 0.01% $65.8438 1/2004 $ 34,107.5
6,781/2/ 0.03% $65.8438 6/2004 $ 80,558.3
13,775/2/ 0.06% $65.8438 6/2004 $ 163,647.0
30,625/2/ 0.14% $65.8438 1/2005 $ 363,825.0
703/2/ 0.00% $65.8438 1/2002 $ 8,351.6
3,748/2/ 0.02% $65.8438 1/2006 $ 44,526.2
James R. Young 111,770/1/ 0.51% $55.7500 1/2009 $1,327,827.6
831/2/ 0.00% $64.9063 1/2001 $ 9,872.3
1,540/2/ 0.01% $64.9063 1/2002 $ 18,295.2
1,540/2/ 0.01% $64.9063 1/2003 $ 18,295.2
1,350/2/ 0.01% $64.9063 1/2004 $ 16,038.0
- --------------------------------------------------------------------------------------------
</TABLE>
/1/33% exercisable on first anniversary of grant date; 33% exercisable on
second anniversary of grant date; remainder exercisable on third anniversary
of grant date; eligible for reload options.
/2/Reload options granted in connection with a stock-for-stock exercise;
exercisable six months from the date of grant; eligible for reload options.
/3/Black-Scholes calculation making the following assumptions: 5-year historic
dividend yield; 5-year historic volatility; 10-year zero coupon bond rate as
risk-free rate of return; and all options exercised at end of term.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 Aggregated Option/SAR Exercises
and Year-End Option/SAR Values
- --------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Shares Options/SARs at Year-End In-the-Money Options/
Acquired on Value (# of Shares) SARs at Year-End ($000)
Exercise Realized ------------------------- -------------------------
Name (#) ($000) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ivan G.
Seidenberg 3,100 $ 60.9 614,080 818,450 $16,680.7 $7,272.5
Frederic
V.
Salerno 131,370 $ 4,206.3 276,176 499,317 $ 6,680.0 $5,175.3
James G.
Cullen 405,035 $13,997.5 646,313 587,158 $15,467.0 $4,832.9
Lawrence
T.
Babbio,
Jr. 414,148 $15,382.2 782,282 543,603 $20,144.5 $4,832.9
James R.
Young 104,186 $ 3,962.7 502,866 192,514 $15,623.1 $1,829.2
- --------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
RETIREMENT PLANS
Qualified Pension Plan
During 1999, each of the named executive officers participated in the Bell
Atlantic Qualified Pension Plan. This plan is a noncontributory, qualified
pension plan for salaried employees. Pension benefits under this plan are
generally stated as a lump-sum amount, but may be distributed as a lump-sum or
as an annuity. Benefits are computed using a cash balance methodology, which
provides for pay credits equal to 4 percent to 7 percent (depending on age and
service) of the first $160,000 worth of annual salary (increasing to the first
$170,000 worth of annual salary, effective January 1, 2000). In addition,
monthly interest credits are made to the participant's account balance based on
prevailing market yields on certain U.S. Treasury obligations. To record these
pay credits and interest credits, and also for other record keeping purposes, a
hypothetical account balance is maintained for each participant. The account
balance for each named executive, as of January 1, 1999, is shown in the
following table.
<TABLE>
<CAPTION>
Executive Account Balance
------------------------
<S> <C>
Mr. Babbio $ 994,000
Mr. Cullen $1,152,000
Mr. Salerno $1,055,000
Mr. Seidenberg $1,037,000
Mr. Young $ 201,000
------------------------
</TABLE>
Pension benefits under the qualified pension plan are not subject to reduction
for Social Security benefits or other offset amounts. Section 415 of the
Internal Revenue Code places certain limitations on pension benefits which may
be paid from the trusts of tax-qualified plans, such as the qualified pension
plan. Pension amounts for certain executive officers which exceed such Section
415 limitations will be paid from Bell Atlantic assets under the Bell Atlantic
Senior Management Income Deferral Plan discussed below.
Income Deferral Plan
During 1999, each of the named executive officers also participated in the Bell
Atlantic Senior Management Income Deferral Plan. This plan is a nonqualified,
unfunded, supplemental retirement and deferred compensation plan under which an
individual account is maintained for each participant. The plan allows the
named executive officers and other participants to defer voluntarily the
receipt of certain compensation, and also provides retirement and other
benefits through Bell Atlantic credits to the participant's account under the
plan. Participants are allowed to defer up to 100% of their eligible
compensation, which consists of (i) a participant's base salary in excess of
the Internal Revenue Code limit on compensation for qualified retirement plans
(currently $170,000), plus (ii) all of the participant's annual incentive award
under the Bell Atlantic short term incentive plan, plus (iii) retention awards
or other bonuses which the plan administrator determines are eligible for
deferral. If a participant defers income through the plan, Bell Atlantic
provides a matching contribution equal to the rate of match under the qualified
savings plan for management employees. In most cases, that rate is 83 1/3% of
the first 6% of eligible compensation that is deferred. In addition, for the
first 20 years of participation in the plan, Bell Atlantic automatically makes
retirement contributions to a participant's account equal to 32% of eligible
compensation (excluding retention awards and other special bonuses for this
purpose). Thereafter, Bell Atlantic makes retirement contributions equal to 7%
of such eligible compensation.
Bell Atlantic maintains an individual account for each participant in the
income deferral plan. The following table shows, for each named executive
officer, the portion of the executive officer's account attributable to Bell
Atlantic contributions as of January 1, 1999.
<TABLE>
------------------------------
<CAPTION>
Executive Company Contributions
------------------------------
<S> <C>
Mr. Babbio $6,545,000
Mr. Cullen $7,713,000
Mr. Salerno $5,904,000
Mr. Seidenberg $7,348,000
Mr. Young $1,041,000
------------------------------
</TABLE>
19
<PAGE>
EMPLOYMENT AGREEMENTS
Effective June 1, 1998, Bell Atlantic entered into new employment agreements
with Messrs. Babbio, Cullen, Salerno, and Young. Effective January 1, 1999,
Bell Atlantic also entered into a new employment agreement with Mr. Seidenberg.
The employment agreements with Messrs. Babbio and Seidenberg are for a period
of five years, and the agreements with Messrs. Cullen, Salerno, and Young are
for a period of three years.
Each employment agreement provides for an annual base salary, an annual bonus
under the Bell Atlantic short term incentive plan, an annual grant of stock
options, and participation in the Bell Atlantic income deferral plan. Each
agreement also provides for retention incentives payable if the executive
remains employed through the term of his agreement or for other specified
periods, and a special implementation incentive relating to the proposed merger
of Bell Atlantic and GTE.
Each employment agreement further provides that if, during the period of the
agreement, Bell Atlantic terminates the executive's employment without cause,
or the executive terminates his employment on grounds of "constructive
discharge," the executive is entitled to receive specified payments and
benefits that are substantially equivalent to the remaining payments and
benefits he would have received had he remained employed through the term of
his agreement. As of the close of business on December 31, 1999, Mr. Young
separated from Bell Atlantic service and became entitled to receive such
payments and benefits for the remaining term of his agreement (through May
31, 2001). Upon completion of the Merger between Bell Atlantic and GTE, Mr.
Cullen is expected to separate from service and will be entitled to receive
continuing payments and benefits for the remaining term of his employment
agreement (also through May 31, 2001). Under each agreement except for Mr.
Seidenberg's, the executive will be entitled to terminate his employment on
grounds of constructive discharge following Charles R. Lee's election as
Chairman of the Board, as provided in the Merger Agreement between Bell
Atlantic and GTE.
The following table shows the minimum annual base salary, maximum annual bonus,
minimum annual stock option grant, and other annual compensation currently
payable to Messrs. Babbio, Cullen, Salerno and Seidenberg under their
employment agreements. This table also shows the annual amounts payable to Mr.
Young for the remaining term of his employment agreement.
<TABLE>
-------------------------------------------------------------------
<CAPTION>
Maximum Stock Other Annual
Executive Base Salary Annual Bonus Option Grant Compensation
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Babbio $ 825,000 $1,237,500 $1,320,000 $ 684,000
Mr. Cullen $ 750,000 $1,125,000 $1,200,000 $ 684,000
Mr. Salerno $ 750,000 $1,125,000 $1,200,000 $ 684,000
Mr. Seidenberg $1,200,000 $2,700,000 $3,000,000 $1,439,000
Mr. Young $ 475,000 $ 570,000 $ 570,000 $ 370,000
-------------------------------------------------------------------
</TABLE>
In addition to their annual compensation, Messrs. Cullen and Salerno are
entitled to receive retention incentive payments upon the expiration of their
employment agreements, and Messrs. Babbio and Seidenberg are entitled to
receive retention incentive payments at the end of the third, fourth, and fifth
years of their employment agreements. Upon his separation from service, Mr.
Young received an accelerated retention incentive, as a credit to his account
under the income deferral plan, in accordance with his employment agreement.
The amount of the unpaid retention incentives will vary, depending (in the
cases of Messrs. Babbio, Cullen, and Salerno) on the price of Bell Atlantic
stock, or (in the case of Mr. Seidenberg) on the earnings performance of Bell
Atlantic. The following table shows the value of the unpaid retention
incentives (including the total value of the incentives payable to Messrs.
Babbio and Seidenberg) as of February 29, 2000. This table also shows the
amount of the retention incentive which was credited to Mr. Young's account
under the income deferral plan.
<TABLE>
<CAPTION>
-----------------------------------
Executive Retention Incentive
-----------------------------------
<S> <C>
Mr. Babbio $ 7,211,000
Mr. Cullen $ 3,090,000
Mr. Salerno $ 3,090,000
Mr. Seidenberg $11,404,000
Mr. Young $ 1,331,000
-----------------------------------
</TABLE>
20
<PAGE>
Upon completion of the Merger between Bell Atlantic and GTE, each of the above
executives will become entitled to receive a merger implementation incentive.
The projected amount of each implementation incentive is as follows:
<TABLE>
<CAPTION>
------------------------------
Implementation
Executive Incentive
------------------------------
<S> <C>
Mr. Babbio $2,166,000
Mr. Cullen $3,669,000
Mr. Salerno $1,969,000
Mr. Seidenberg $3,825,000
Mr. Young $1,140,000
------------------------------
</TABLE>
Mr. Cullen's employment agreement originally provided for an implementation
incentive of approximately $1,969,000. However, in November 1999, his agreement
was amended to provide for an additional incentive of $1,700,000, for a total
of $3,669,000 as shown in the above table.
The employment agreements of Messrs. Babbio, Cullen, Salerno and Seidenberg
each provide that the executive shall be nominated for election to the Bell
Atlantic Board of Directors at each annual meeting of shareholders during the
term of his agreement. Mr. Seidenberg's agreement also provides that he shall
serve as Chairman of the Board until completion of the Merger. While Mr.
Seidenberg and Mr. Lee have been nominated to serve on the Board of Directors
of the combined company, no other employees of the combined company have been
so nominated.
- --------------------------------------------------------------------------------
21
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The Board of Directors has instituted stock ownership requirements for all
executive officers and Directors. Under these requirements, by the end of a
five-year period each of the Chairman and any Vice Chairman of the Company is
required to acquire and hold Company shares with a value of five times each
individual's base salary then in effect; other executive officers, depending
upon their position, are required to acquire and hold shares having a value of
one to four times salary. The Human Resources Committee of the Board monitors
compliance with these stock ownership requirements on an annual basis.
Directors of the Company must hold a minimum of 5,000 shares, to be acquired
over a period of not longer than five years.
On February 29, 2000, there were approximately 1.55 billion shares of Bell
Atlantic common stock outstanding. The following table sets forth information
as of February 29, 2000, regarding ownership of the company's common stock by
the named executive officers and other Directors, including GTE's Director
nominees. These shares represent, in the aggregate, less than one percent of
the outstanding shares of the Company's common stock. Except as otherwise
noted, each individual or his or her family member(s) have sole or shared
voting and/or investment power with respect to the securities.
<TABLE>
- --------------------------------------------------------------------------------------------------------
<CAPTION>
Shares Beneficially
Owned Giving
Shares Options Effect to
Beneficially Exercisable Shares Held Under Completion
Name Owned within 60 Days Deferral Plans/1/ of Merger/2/ Total
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Named Executive
Officers:
Ivan G. Seidenberg* 102,916 921,254 89,655 -- 1,113,825
Frederic V. Salerno* 55,491 470,206 68,789 -- 594,486
James G. Cullen* 182,728 942,401 3,716 -- 1,128,845
Lawrence T. Babbio, Jr.* 193,962 1,034,815 56,934 -- 1,285,711
James R. Young 13,186 695,380 20,028 -- 728,594
Other Directors:
James R. Barker -- -- -- 122,652 122,652
Edward H. Budd -- -- -- 39,183 39,183
Richard L. Carrion 2,464 11,250 2,775 -- 16,489
Robert F. Daniell -- -- -- 15,576 15,576
Lodewijk J.R. de Vink 2,805 11,250 2,615 -- 16,670
James H. Gilliam, Jr. 1,374 -- 10,929 -- 12,303
Stanley P. Goldstein 11,436 11,250 2,948 -- 25,634
Charles R. Lee -- -- -- 2,298,872 2,298,872
Sandra O. Moose -- -- -- 14,115 14,115
Helene L. Kaplan 11,245 11,250 470 -- 22,965
Thomas H. Kean 39,520 16,000 6,897 -- 62,417/3/
Elizabeth T. Kennan 13,793 5,000 -- -- 18,793
John F. Maypole 5,620 5,000 23,744 -- 34,364
Joseph Neubauer 514 52,000 18,453 -- 70,967
Thomas H. O'Brien 3,163 43,000 26,629 -- 72,792
Russell E. Palmer -- -- -- 13,956 13,956
Eckhard Pfeiffer 6,832 20,000 4,861 -- 31,693
Hugh B. Price 1,248 11,250 1,170 -- 13,668
Rozanne L. Ridgway 2,832 7,000 15,545 -- 25,377
Walter V. Shipley 12,563 11,250 -- -- 23,813
John W. Snow 400 -- -- 6,287 6,687
John R. Stafford 12,984 11,250 2,908 -- 27,142
Robert D. Storey -- -- -- 14,286 14,286
Shirley Young 3,194 10,000 32,545 -- 45,739
All of the Above and
Other Executive
Officers as a Group (29
persons) 929,151 5,286,097 506,204 2,524,927 9,246,379
- --------------------------------------------------------------------------------------------------------
</TABLE>
* Also served as a Director in 1999.
/1/These shares may not be voted or transferred.
/2/Share ownership reflects shares of Bell Atlantic common stock that these
individuals will have the right to receive when the Merger is completed and
their GTE shares are converted into Bell Atlantic common stock, including
deferred stock units and, in the case of Mr. Lee, savings plan shares,
restricted stock units and options exercisable within 60 days. Since such
shares of Bell Atlantic common stock were not held by these individuals on
March 28, 2000, the record date for the Annual Meeting, the holders of such
shares will not be entitled to vote them at the Annual Meeting.
/3/Includes 33,900 Bell Atlantic shares held in family trusts with respect to
which Gov. Kean shares voting and investment power and as to which Gov. Kean
disclaims beneficial ownership.
22
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SEC rules require the Company to disclose late filings of stock transaction
reports by its executive officers and Directors. Based solely on a review of
reports filed by the Company on these individuals' behalf and written
representations from them that no other reports were required, all Section
16(a) filing requirements have been met during calendar year 1999.
STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG BELL ATLANTIC, PEER GROUP, AND S&P 500
At December 31,
Data Points
in Dollars* 1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------
Bell Atlantic $100.0 141.1 142.9 209.3 255.5 299.9
- -------------------------------------------------------------------------------
Peer Group $100.0 157.0 154.4 220.5 355.8 357.9
- -------------------------------------------------------------------------------
S&P 500 $100.0 137.5 169.1 225.5 289.9 350.9
- -------------------------------------------------------------------------------
* Assumes $100 invested on December 31, 1994
The Company's peer group is comprised of BellSouth Corporation, SBC
Communications Inc., and U S WEST, Inc., regional holding companies which, like
the Company, commenced operations on January 1, 1984, following a court-
approved divestiture of certain assets of the Bell System. Ameritech
Corporation, included in this peer group last year, is excluded as a result of
its acquisition by SBC Communications Inc., effective October 8, 1999. For
purposes of the total return calculation, data for U S WEST, Inc. common stock
includes the performance of its predecessor tracking stocks (U S WEST
Communications Group common stock and U S WEST Media Group common stock), as
well as of the common stock of MediaOne Group, Inc., which resulted from a June
12, 1998 spin-off.
The following supplemental table presents a comparison of the Company's stock
performance with that of the S&P 500 since the Company commenced operations.
None of the elements of executive compensation reported above were determined
on the basis of this comparison.
23
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF BELL ATLANTIC AND S&P 500
FROM DIVESTITURE THROUGH DECEMBER 31, 1999
PERCENT
1,588 1,327
Bell Atlantic S&P 500
OTHER BUSINESS
The Company is not aware of any other matters that will be presented at the
Annual Meeting. If other matters are properly introduced, the Proxy Committee
will vote the shares it represents in accordance with its judgment.
By Order of the Board of Directors
Phillip M. Huston, Jr.
Counsel and Corporate
Secretary (Acting)
April 10, 2000
24
<PAGE>
BELL ATLANTIC CORPORATION
Printed on recycled paper.
This document is printed on recycled paper which contains at least 10% post-
consumer waste.
SKU 4800-PS-00
<PAGE>
VOTE BY If you have more than one proxy card, please vote only one card
NET at a time.
[1] Enter the Voter Control Number that appears in the box on
your proxy card.
-----------------
-----------------
[2] Enter the last 4 digits of your U.S. Taxpayer Identification
(Social Security) Number for this account.
----
----
If you do not have a U.S. Taxpayer Identification Number for
this account, please leave this box blank.
Important: For your vote to be cast, the Voter Control Number
and the last four digits of the U.S. Taxpayer Identification
(Social Security) Number for this account must match the
numbers on our records.
-------------------------------------------------------------
[3] Enter your e-mail address to receive an e-mail confirmation
of your vote.
-----------------
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Enter your e-mail address again for validation.
-----------------
-----------------
Proceed
<PAGE>
[LOGO OF BELL ATLANTIC]
VOTE BY Welcome!
NET
Name Line
Address Line
City, State Zip Line
This Proxy represents the following shares:
=========================
Source Shares
=========================
Share Source 1
=========================
Share Source 2
=========================
Total:
=========================
Proceed
<PAGE>
The Board of Directors Recommend a Vote "FOR" Proposal 2.
2. Ratification of Independent Auditor For Against Abstain
[ ] [_] [_]
The Board of Directors Recommend a Vote "AGAINST" Proposals 3, 4, 5 and 6.
3. Additional Compensation Information For Against Abstain
[_] [ ] [_]
4. Executive Severance Agreements For Against Abstain
[_] [ ] [_]
5. Board Composition For Against Abstain
[_] [ ] [_]
6. Stockholder Matching Gift Program For Against Abstain
[_] [ ] [_]
- --------------------------------------------------------------------------------
Check the box below, if the option applies to you.
[_] Eliminate duplicate Annual Reports
To submit your vote please click the button below.
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<PAGE>
[LOGO OF BELL ATLANTIC]
[Test Vote - Results will not be recorded]
This Proxy is solicited by the Board of Directors of Bell Atlantic Corporation
for the Annual Meeting of Shareholders,
Wednesday, May 24, 2000, 9:30 A.M. Mountain Time,
at the Hyatt Regency Denver, 1750 Welton Street, Denver, Colorado.
The undersigned hereby appoints P.M. Huston Jr., H.L. Kaplan and I.G.
Seidenberg, and each of them, proxies, with the powers the undersigned would
possess if personally present, and with full power of substitution, to vote all
common shares held of record by the undersigned in Bell Atlantic Corporation,
upon all subjects that may properly come before the meeting, including the
matters described in the proxy statement furnished herewith, subject to any
directions indicated on the reverse side of this card. If no directions are
given, the proxies will vote for the election of the nominees for Director as
follows: (i) if the proposed merger between a subsidiary of Bell Atlantic
Corporation and GTE (the "Merger") has been completed prior to May 24, 2000:
J.R. Barker, E.H. Budd, R.L. Carrion, R.F. Daniell, H.L. Kaplan, C.R. Lee, S.O.
Moose, J. Neubauer, T.H. O'Brien, R.E. Palmer, H.B. Price, I.G. Seidenberg, W.V.
Shipley, J.W. Snow, J.R. Stafford, R.D. Storey, or (ii) if the Merger has not
been completed prior to May 24, 2000: R.L. Carrion, H.L. Kaplan, J. Neubauer,
T.H. O'Brien, H.B. Price, I.G. Seidenberg, W.V. Shipley and J.R. Stafford, and
in accord with the Directors' recommendations on the other subjects listed on
the reverse side of this card and at their discretion on any other matter that
may properly come before the meeting or any adjournment thereof.
This card also constitutes your voting instructions for shares held of record
for your account in the Bell Atlantic Direct Invest Plan and, if shares are held
in the same name, shares held in the 1976 Bell Atlantic Employee Stock Ownership
Plan, Savings Plan for Salaried Employees, and/or Savings and Security Plan
(Non-Salaried Employees).
If you do not properly sign and return a proxy, vote by telephone or through the
Internet, or attend the meeting and vote by ballot, your shares cannot be voted,
nor your instructions followed, except that shares in the 1976 Bell Atlantic
Employee Stock Ownership Plan and the Savings Plans will be voted as described
on page 1 of the proxy statement.
The Board of Directors Recommend a Vote
"FOR" all Nominees for The Board.
"FOR" Proposal 2.
"AGAINST" Proposals 3, 4, 5 and 6.
- --------------------------------------------------------------------------------
Check this box to vote all proposals in accordance with the recommendations of
the Directors [_]
The Board of Directors Recommend a Vote "FOR" all Nominees for The Board.
<TABLE>
<CAPTION>
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of All Directors [ ] [_]
<S> <C> <C> <C>
[_] J.R. Barker [_] E.H. Budd [_] R.L Carrion [_] R.F. Daniell
[_] H.L. Kaplan [_] C.R. Lee [_] S.O. Moose [_] J. Neubauer
[_] T.H. O'Brien [_] R.E. Palmer [_] H.B. Price [_] I.G Seidenberg
[_] W.V. Shipley [_] J.W. Snow [_] J.R. Stafford [_] R.D. Storey
</TABLE>
<PAGE>
[LOGO OF BELL ATLANTIC]
VOTE BY Your proxy vote has been recorded as follows:
NET
============================================
1. Election of All Directors
(For / withheld / withheld selctively)
============================================
2. Ratification of Independent Auditor
(For / Against / Abstain)
============================================
3. Additional Compensation Information
(For / Against / Abstain)
============================================
4. Executive Severance Agreements
(For / Against / Abstain)
============================================
5. Board Composition
(For / Against / Abstain)
============================================
6. Stockholder Matching Gift Program
(For / Against / Abstain)
============================================
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<PAGE>
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you can provide your consent by clicking on the Proceed button
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<PAGE>
Bell Atlantic Corporation
2000 Telephone Voting Script
---------------------------------------------------------
Toll Free: 1-877-PRX-VOTE or 1-877-779-8683
---------------------------------------------------------
1. Welcome to the electronic voting system. Please have your proxy card or
voting instruction sheet or ballot available before voting.
2. Enter the Voter Control Number as it appears on the card followed by the
pound sign.
3. One moment please while we verify your information.
4. Enter the last four digits of the U.S. Social Security number or the U.S.
taxpayer identification number for this account followed by the pound sign.
5. The company that you are voting is Bell Atlantic Corporation
6. Your vote is subject to the same terms and authorizations as indicated on
the proxy card. It also authorizes the named proxies to vote according to
the instructions at the Annual Meeting of shareholders.
7. To vote all proposals in accordance with the recommendations of the Board of
Directors, press 1. If you wish to vote on one proposal at a time, press 2.
If 1, go to Playback.
--------
If 2, go to 8.
8. Item # 1. The Board of Directors recommends a vote for the Election of All
Directors. To vote for all nominees press 1. To withhold from all nominees
press 2. To withhold from individual nominees press 3.
If 1, go to 9.
If 2, go to 9.
If 3, go to Director Exception.
------------------
Page 1 of 4
<PAGE>
-----------------------------------------------------------------------
Director Exception
------------------
Enter the 2-digit number next to the nominee from whom you would like
to withhold your vote followed by the pound key. Or if you have
completed voting on directors, press the pound key again.
If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.
------------
Next Nominee
------------
To withhold your vote from another nominee, enter the 2-digit number
next to the nominee followed by the pound key, or if you have
completed voting on directors press the pound key again.
If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.
------------
Invalid Nominee Number
----------------------
You have entered an invalid nominee number.
{Go to Next Nominee.}
------------
-----------------------------------------------------------------------
9. Item # 2. The Board of Directors recommends a vote for the Ratification of
Independent Auditor. To vote for, press 1; against, press 2; abstain, press
3.
If 1, go to 10.
If 2, go to 10.
If 3, go to 10.
10. Item # 3. The Board of Directors recommends a vote against the shareholder
proposal regarding Additional Compensation Information. To vote for, press
1; against, press 2; abstain, press 3.
If 1, go to 11.
If 2, go to 11.
If 3, go to 11.
11. Item # 4. The Board of Directors recommends a vote against the shareholder
proposal regarding Executive Severance Agreements. To vote for, press 1;
against, press 2; abstain, press 3.
If 1, go to 12.
If 2, go to 12.
If 3, go to 12.
12. Item # 5. The Board of Directors recommends a vote against the shareholder
proposal regarding Board Composition. To vote for, press 1; against, press
2; abstain, press 3.
If 1, go to 13.
If 2, go to 13.
Page 2 of 4
<PAGE>
If 3, go to 13.
13. Item # 6. The Board of Directors recommends a vote against the shareholder
proposal regarding Stockholder Matching Gift Program. To vote for, press 1;
against, press 2; abstain, press 3.
If 1, go to 14.
If 2, go to 14.
If 3, go to 14.
14. If you would like to discontinue mailing an annual report to this account,
press 1. If not, press 2.
If 1, go to 15.
If 2, go to 15.
15. You have cast your vote as follows:
--------------------------------------------------------------------
Playback {Playback the appropriate vote for this proxy card.
--------
====================================================================
Default Playback
----------------
You have voted in the manner recommended by the Board of Directors.
Director Proposal Playback
--------------------------
Voted for all nominees: Item #. You have voted for all nominees.
----------------------
Withhold from all nominees: Item #. You have voted to withhold your
--------------------------
vote from all nominees.
Withhold from individual nominees: Item #. You have voted for all
---------------------------------
nominees except for the following nominee numbers
For/Against/Abstain Proposal Playback
-------------------------------------
Item # {For | Against | Abstain}
--------------------------------------------------------------------
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1. Otherwise, please hang up. Thank you for voting.
Page 3 of 4
<PAGE>
--------------------------------------------------------------------
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Page 4 of 4
<PAGE>
2000 ANNUAL MEETING
ADMISSION TICKET
[LOGO OF BELL ATLANTIC]
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
Please retain and present this ticket for admission to the meeting.
- --------------------------------------------------------------------------------
VOTE BY TELEPHONE OR INTERNET
QUICK o EASY o SAFE
Please take advantage of two cost-effective and convenient ways to vote your
shares. You may vote your proxy at any time using touch- tone telephone service
or through the Internet. Under Delaware law, your telephone or Internet vote
authorizes the named proxies to vote your shares in the same manner as if you
marked, signed and returned your proxy card.
VOTE BY TELEPHONE:
- ------------------
1) Call toll-free using touch tone telephone service 1-877-PRX-VOTE
(1-877-779-8683).
2) Enter the 14-digit Voter Control Number located above your name and address
in the lower left of this form.
3) Follow the recorded instructions.
VOTE BY INTERNET:
- -----------------
1) Point your browser to the Web Address:
http://www.eproxyvote.com/bel
2) Enter the 14-digit Voter Control Number located above your name and address
in the lower left of this form.
3) Follow the simple instructions.
4) You may also elect to receive future annual reports and proxy statements on
the Internet instead of receiving paper copies in the mail. To elect this
-------
service go to www.equiserve.com/proxy
VOTE BY MAIL: Simply mark, sign and date your proxy card and return it in the
- -------------
Postage-paid envelope. If you are voting by telephone or
the Internet, please do not mail your proxy card.
- --------------------------------------------------------------------------------
THE BELL ATLANTIC ANNUAL REPORT AND PROXY STATEMENT ARE AVAILABLE AT:
www.BellAtlantic.com/invest
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT Detach Proxy Card Here THANK YOU FOR VOTING
- --------------------------------------------------------------------------------
[X] Please mark
votes as in
this example.
Directors recommend a vote "FOR":
FOR WITHHOLD
1.Election of All Directors [ ] [ ]
EXCEPTION(S): For all nominees except as noted below
[ ]
---------------------------------------------------
(01) J.R. Barker, (02) E.H. Budd, (03) R.L. Carrion, (04) R.F. Daniell, (05)
H.L. Kaplan, (06) C.R. Lee, (07) S.O. Moose, (08) J. Neubauer, (09) T.H.
O'Brien, (10) R.E. Palmer, (11) H.B. Price, (12) I.G. Seidenberg, (13) W.V.
Shipley, (14) J.W. Snow, (15) J.R. Stafford, (16) R.D. Storey
FOR AGAINST ABSTAIN
2. Ratification of [ ] [ ] [ ]
Independent
Auditor
Directors recommend a vote "AGAINST" the shareholder proposals regarding:
FOR AGAINST ABSTAIN
3. Additional Compensation [ ] [ ] [ ]
Information
4. Executive Severance [ ] [ ] [ ]
Agreements
5. Board Composition [ ] [ ] [ ]
6. Stockholder Matching [ ] [ ] [ ]
Gift Program
- --------------------------------------------------------------------------------
7. Eliminate duplicate Annual Reports [ ]
8. Indicate notations on reverse side [ ]
Please sign exactly as name(s) appear on this proxy.
If stock is held jointly, each holder should sign. If signing as attorney,
trustee, executor, administrator, custodian, guardian or corporate officer,
please give full title.
Signature (s) Date Signature (s) Date
----------------- ----- ------------ -------
<PAGE>
2000 ANNUAL MEETING
ADMISSION TICKET
WEDNESDAY, MAY 24, 2000, AT 9:30 A.M. MOUNTAIN TIME
HYATT REGENCY DENVER
1750 WELTON STREET
DENVER, COLORADO 80202
303-295-1234
(Directions below)
Please retain and present this ticket for admission to the meeting.
DRIVING DIRECTIONS FROM MAJOR ARTERIES:
From I-80, I-76, I-70 and I-25 to:
. I-25 South to Speer Boulevard South.
. Follow Speer Boulevard to Stout Street. [MAP]
. Make a left onto Stout Street.
. Stay on Stout Street 2 blocks to 14th Street.
. Turn right onto 14th Street.
. Stay on 14th Street for 2 blocks to Welton Street.
. Make a left onto Welton Street.
. Drive 3 1/2 blocks. On your right-hand side is the Hyatt Regency driveway.
From Denver International Airport: Exit Pena Blvd. to I-70 West. Proceed to I-25
South. Exit at Speer Blvd. South (exit 212A) and proceed on Speer Blvd. Turn
left on Lawrence Street. Turn right on 17th Street. Turn left on Welton Street.
Detach Proxy Card Here
P R O X Y
PROXY/VOTING INSTRUCTION CARD [LOGO OF BELL ATLANTIC]
This Proxy is solicited by the Board of Directors of Bell Atlantic Corporation
for the Annual Meeting of Shareholders, Wednesday, May 24, 2000, 9:30 A.M.
Mountain Time, at the Hyatt Regency Denver, 1750 Welton Street, Denver,
Colorado.
The undersigned hereby appoints P.M. Huston Jr., H.L. Kaplan and I.G.
Seidenberg, and each of them, proxies, with the powers the undersigned would
possess if personally present, and with full power of substitution, to vote all
common shares held of record by the undersigned in Bell Atlantic Corporation,
upon all subjects that may properly come before the meeting, including the
matters described in the proxy statement furnished herewith, subject to any
directions indicated on the reverse side of this card. If no directions are
given, the proxies will vote for the election of the nominees for Director as
follows: (i) if the proposed merger between a subsidiary of Bell Atlantic
Corporation and GTE (the "Merger") has been completed prior to May 24, 2000:
J.R. Barker, E.H. Budd, R.L. Carrion, R.F. Daniell, H.L. Kaplan, C.R. Lee, S.O.
Moose, J. Neubauer, T.H. O'Brien, R.E. Palmer, H.B. Price, I.G. Seidenberg, W.V.
Shipley, J.W. Snow, J.R. Stafford, R.D. Storey, or (ii) if the Merger has not
been completed prior to May 24, 2000: R.L. Carrion, H.L. Kaplan, J. Neubauer,
T.H. O'Brien, H.B. Price, I.G. Seidenberg, W.V. Shipley and J.R. Stafford, and
in accord with the Directors' recommendations on the other subjects listed on
the reverse side of this card and at their discretion on any other matter that
may properly come before the meeting or any adjournment thereof. This card also
constitutes your voting instructions for shares held of record for your account
in the Bell Atlantic Direct Invest Plan and, if shares are held in the same
name, shares held in the 1976 Bell Atlantic Employee Stock Ownership Plan,
Savings Plan for Salaried Employees, and/or Savings and Security Plan
(Non-Salaried Employees).
If you do not properly sign and return a proxy, vote by telephone or through the
Internet, or attend the meeting and vote by ballot, your shares cannot be voted,
nor your instructions followed, except that shares in the 1976 Bell Atlantic
Employee Stock Ownership Plan and the Savings Plans will be voted as described
on page 1 of the proxy statement.
Please sign on the reverse side and return this proxy in the enclosed envelope.
NOTATIONS:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[LOGO OF BELL ATLANTIC]
P R O X Y
PROXY/VOTING INSTRUCTION CARD
This Proxy is solicited by the Board of Directors of Bell Atlantic Corporation
for the Annual Meeting of Shareholders, Wednesday, May 24, 2000, 9:30 A.M.
Mountain Time, at the Hyatt Regency Denver, 1750 Welton Street, Denver,
Colorado.
The undersigned hereby appoints P.M. Huston Jr., H.L. Kaplan and I.G.
Seidenberg, and each of them, proxies, with the powers the undersigned would
possess if personally present, and with full power of substitution, to vote all
common shares held of record by the undersigned in Bell Atlantic Corporation,
upon all subjects that may properly come before the meeting, including the
matters described in the proxy statement furnished herewith, subject to any
directions indicated on the reverse side of this card. If no directions are
given, the proxies will vote for the election of the nominees for Director as
follows: (i) if the proposed merger between a subsidiary of Bell Atlantic
Corporation and GTE (the "Merger") has been completed prior to May 24, 2000:
J.R. Barker, E.H. Budd, R.L. Carrion, R.F. Daniell, H.L. Kaplan, C.R. Lee, S.O.
Moose, J. Neubauer, T.H. O'Brien, R.E. Palmer, H.B. Price, I.G. Seidenberg, W.V.
Shipley, J.W. Snow, J.R. Stafford, R.D. Storey, or (ii) if the Merger has not
been completed prior to May 24, 2000: R.L. Carrion, H.L. Kaplan, J. Neubauer,
T.H. O'Brien, H.B. Price, I.G. Seidenberg, W.V. Shipley and J.R. Stafford, and
in accord with the Directors' recommendations on the other subjects listed on
the reverse side of this card and at their discretion on any other matter that
may properly come before the meeting or any adjournment thereof.
If you do not properly sign and return a proxy, or attend the meeting and vote
by ballot, your shares cannot be voted, nor your instructions followed.
Please sign on the reverse side and return this proxy in the enclosed envelope.
<PAGE>
[_] Please mark
votes as in
this example.
Directors recommend a vote "FOR":
FOR WITHHOLD
1.Election of All Directors [ ] [ ]
EXCEPTION(S): For all nominees except as noted below
[ ]
---------------------------------------------------
(01) J.R. Barker, (02) E.H. Budd, (03) R.L. Carrion, (04) R.F. Daniell, (05)
H.L. Kaplan, (06) C.R. Lee, (07) S.O. Moose, (08) J. Neubauer, (09) T.H.
O'Brien, (10) R.E. Palmer, (11) H.B. Price, (12) I.G. Seidenberg, (13) W.V.
Shipley, (14) J.W. Snow, (15) J.R. Stafford, (16) R.D. Storey
FOR AGAINST ABSTAIN
2. Ratification of [ ] [ ] [ ]
Independent
Auditor
Directors recommend a vote "AGAINST" the shareholder proposals regarding:
FOR AGAINST ABSTAIN
3. Additional Compensation [ ] [ ] [ ]
Information
4. Executive Severance [ ] [ ] [ ]
Agreements
5. Board Composition [ ] [ ] [ ]
6. Stockholder Matching [ ] [ ] [ ]
Gift Program
Please sign exactly as name(s) appear on this proxy.
If stock is held jointly, each holder should sign. If signing as attorney,
trustee, executor, administrator, custodian, guardian or corporate officer,
please give full title.
Signature (s) Date Signature (s) Date
----------------- ----- ------------ --------
