SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report: August 14, 1997
Exact name of registrant
as specified in its charter: BELL ATLANTIC CORPORATION
Commission File No.: 1-8606
State of Incorporation: Delaware
IRS Employer Identification No.: 23-2259884
Address of principal
executive offices: 1095 Avenue of the Americas
New York, New York
Zip Code 10036
Registrant's telephone number,
including area code: (212) 395-2121
Former name or former address,
if changed since last report: 1717 Arch Street
Philadelphia, Pennsylvania
19103
Item 1. Not applicable.
Item 2. Acquisition or Disposition of Assets.
On August 14, 1997, Bell Atlantic Corporation ("Bell Atlantic"), a
Delaware corporation, and NYNEX Corporation ("NYNEX"), a Delaware corporation,
consummated a merger (the "Merger") whereby Bell Atlantic Merger Venture, Inc.
("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Bell
Atlantic, was merged with and into NYNEX pursuant to an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 21,
1996, as amended and restated as of July 2, 1996, by and between NYNEX and Bell
Atlantic and to which Merger Sub also became a party. As a result of the Merger,
NYNEX has become a wholly-owned subsidiary of Bell Atlantic.
Prior to the Merger the assets of NYNEX, through NYNEX's subsidiaries
(including, principally, New York Telephone Company and New England Telephone
and Telegraph Company), were used to provide a broad range of telecommunications
and telecommunications-related services. Bell Atlantic intends to continue such
uses for the assets of NYNEX.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $1.00 per share, of NYNEX ("NYNEX
Common Stock") was converted into the right to receive .768 shares of common
stock, par value $0.10 per share, of Bell Atlantic ("Bell Atlantic Common
Stock"). Bell Atlantic will issue approximately 350,210,127 shares of Bell
Atlantic Common Stock in exchange for the shares of NYNEX Common Stock. In
addition, each option to purchase NYNEX Common Stock outstanding under NYNEX's
stock option plans was converted into an option to purchase the number of shares
of Bell Atlantic Common Stock equal to the number of shares of NYNEX Common
Stock subject to such option multiplied by the exchange ratio for the Merger,
and the associated exercise price was adjusted accordingly.
Pursuant to the Merger Agreement, the Board of Directors of Bell
Atlantic (the "Board") was expanded from 15 to 22 members. Four members of the
pre-Merger Board of Bell Atlantic, William W. Adams, William O. Albertini,
Thomas E. Bolger and Frank C. Carlucci, resigned from the Board effective upon
completion of the Merger. Richard L. Carrion, Lodewijk J.R. de Vink, Stanley P.
Goldstein, Helene L. Kaplan, Elizabeth T. Kennan, Hugh B. Price, Frederic V.
Salerno, Ivan G. Seidenberg, Walter V. Shipley, John R. Stafford and Morrison
DeS. Webb, all of whom were directors or officers of NYNEX prior to the Merger,
have been elected to the Board to fill the vacancies resulting from the increase
in Board size and such resignations.
At the time of the Merger, Bell Atlantic entered into employment
agreements with each of Raymond W. Smith and Ivan G. Seidenberg in substantially
the forms previously agreed to by Bell Atlantic and NYNEX, as provided in the
Merger Agreement. Mr. Smith remains Chairman of the Board and Chief Executive
Officer of Bell Atlantic, and Mr. Seidenberg, who was Chairman and Chief
Executive Officer of NYNEX prior to the Merger, is now Vice Chairman, President
and Chief Operating Officer of Bell Atlantic.
Items 3-4. Not applicable.
Item 5. Other Events.
All information concerning NYNEX which has been filed with the
Securities and Exchange Commission as part of NYNEX's Annual Report on Form 10-K
(File No. 1-8608) for the year ended December 31, 1996, and all other reports
filed by NYNEX pursuant to the Securities Exchange Act of 1934 since the end of
the fiscal year covered by such report, are incorporated herein by reference.
Item 6. Not applicable.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The (i) consolidated audited balance sheet of NYNEX as of
December 31, 1995 and 1996 and (ii) consolidated
statements of income and cash flows of NYNEX for the fiscal
years ended December 31, 1994, 1995 and 1996 have been
filed with the Securities and Exchange Commission (the
"SEC") as part of NYNEX's Annual Report on Form 10-K, dated
March 27, 1997 (File No. 1-8608), and are incorporated
herein by reference.
The (iii) unaudited consolidated balance sheet of NYNEX as of June 30,
1997 and (iv) unaudited consolidated statements of income and cash
flows of NYNEX for the six months ended June 30, 1996 and 1997 have
been filed with the SEC as part of NYNEX's Quarterly Report on
Form 10-Q, filed August 6, 1997 (File No. 1-8608), and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
(i) Pro forma combined condensed statements of income of Bell Atlantic
and NYNEX for the six months ended June 30, 1997 and 1996, and the
years ended December 31, 1996, 1995 and 1994 and (ii) the pro forma
combined condensed balance sheet of Bell Atlantic and NYNEX as of June
30, 1997 (to be filed in an amendment to this Form 8-K as soon as
practicable, but not later than 75 days after the date of consummation
of the Merger).
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"), dated as of April 21, 1996, as amended and restated
on July 2, 1996, by and between NYNEX Corporation and Bell
Atlantic Corporation (incorporated by reference to Exhibit 2 to
Bell Atlantic's Registration Statement on Form S-4
No. 333-11573).
3(i) Restated Certificate of Incorporation of Bell Atlantic.
3(ii)Bylaws of Bell Atlantic.
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release, dated August 15, 1997, issued by Bell Atlantic.
99.2 Consolidated audited balance sheet of NYNEX as of
December 31, 1995 and 1996 and consolidated
statements of income and cash flows of NYNEX for
the fiscal years ended December 31, 1994, 1995 and
1996 (incorporated by reference to NYNEX's Annual
Report on Form 10-K, dated March 27, 1997).
99.3 Unaudited consolidated balance sheet of NYNEX as of June 30, 1997
and unaudited consolidated statements of income and cash flows of
NYNEX for the six months ended June 30, 1996 and 1997
(incorporated by reference to NYNEX's Quarterly Report on Form
10-Q, filed August 6, 1997).
Items 8-9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELL ATLANTIC CORPORATION
/s/ Ellen C. Wolf
By: ________________________
Ellen C. Wolf
Vice President-Treasurer
Date: August 15, 1997
File No. 1-8606
INDEX TO EXHIBITS
Exhibit
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Exhibit 2.1 Amended and Restated Agreement and Incorporated
Plan of Merger (the "Merger herein by
Agreement"), dated as of April 21, reference to
1996, as amended and restated on Exhibit 2 to
July 2, 1996, by and between NYNEX Bell
Corporation and Bell Atlantic Atlantic's
Corporation Registration
Statement on
Form S-4 No.
333-11573.
Exhibit 3(i) Restated Certificate of
Incorporation of Bell Atlantic
Corporation
Exhibit 3(ii) Bylaws of Bell Atlantic
Corporation
Exhibit 23.1 Consent of Coopers & Lybrand
L.L.P.
Exhibit 99.1 Press Release, dated
August 15, 1997, issued by Bell
Atlantic Corporation.
Exhibit 99.2 Consolidated audited balance sheet Incorporated
of NYNEX Corporation as of herein by
December 31, 1995 and 1996 and reference to
consolidated statements of income NYNEX
and cash flows of NYNEX Corporation's
Corporation for the fiscal years Annual Report
ended December 31, 1994, 1995 and on Form 10-K,
1996 dated March
27, 1997.
Exhibit 99.3 Unaudited consolidated balance Incorporated
sheet of NYNEX Corporation as of herein by
June 30, 1997 and unaudited reference to
consolidated statements of income NYNEX
and cash flows of NYNEX Corporation Corporation's
for the six months ended June 30, Quarterly Report
1996 and 1997 on Form 10-Q,
filed August
6, 1997.