EXHIBIT 99.1
NEWS RELEASE [BELL ATLANTIC LOGO APPEARS HERE]
CONTACT: Susan Kraus or Eric Rabe, 212-395-0500
FOR IMMEDIATE RELEASE
THE NEW BELL ATLANTIC OPENS FOR BUSINESS
-- COMPANY TO FOCUS ON CUSTOMERS, GROWTH, INNOVATION --
NEW YORK, Aug. 15, 1997 -- The new Bell Atlantic (NYSE:BEL) opened for
business today with a commitment to growth, innovation, superior customer care
and greater consumer choice in local and global telecommunications.
The merger of Bell Atlantic and NYNEX became effective late yesterday,
following approval by the Federal Communications Commission (FCC). The $25.6
billion merger brings together two companies with sustained double-digit
earnings growth, strong demand in their core businesses and bright prospects for
growth in new markets.
"Today marks the dawn of a dynamic company that has the market reach,
financial resources and customer focus to compete and win in the most exciting
industry in the world," said Bell Atlantic Chairman and CEO Raymond W. Smith.
"The new Bell Atlantic will better anticipate and respond to market needs
through product innovation and forward-thinking solutions. At the same time,
we will realize the cost efficiencies inherent in this merger and attain greater
overall growth in earnings and shareholder value than either company could have
achieved separately.
"Bell Atlantic has strengthened its position as a leader in the global
telecommunications marketplace. Our opportunities today range far beyond our
traditional regional borders. It will be my challenge as chairman and CEO --
and Ivan's when he takes my place -- to make the most of them."
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Ivan Seidenberg, the former NYNEX chairman who is now Bell Atlantic's vice
chairman, president and chief operating officer, said, "Now that the merger is
official, it's time to roll up our sleeves and begin delivering the benefits to
our customers and our investors. We will be a leader in the global marketplace
and we will remain firmly committed to the people in the communities we have
always served. We will always work to be our customers' first choice -- no
matter where they are -- for their communication and information needs."
Seidenberg will become chief executive officer of the new company by August
1998 and chairman of the board upon Smith's retirement at the end of 1998.
Smith and Seidenberg have scheduled a full day of activities on the first
day of the new Bell Atlantic, meeting with employees at various work locations
and unveiling the new Bell Atlantic logo at the company's world headquarters at
1095 Avenue of the Americas in midtown Manhattan. Other senior managers will
participate in celebrations with the company's more than 140,000 employees.
RELATIONSHIP WITH CUSTOMERS IS KEY TO COMPANY'S SUCCESS
With operations and investments in 20 countries as well as key markets in
the United States, the new Bell Atlantic is among the world's major providers of
wireline and wireless communications and information services.
Bell Atlantic subsidiaries serve 39 million telephone lines in 13 eastern
states, from Maine to Virginia, and the District of Columbia. This region
includes nearly one-quarter of the U.S. population and is by almost any measure
the world's richest communications and information marketplace. Located within
the region are Wall Street, the nation's capital, the nation's major media and
the headquarters of one-third of the Fortune 500 as well as hundreds of other
corporations, universities, research centers and other information-intensive
industries. Major cities in the region include New York City, Boston,
Philadelphia, Pittsburgh, Baltimore and Washington, D.C.
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GROWTH OPPORTUNITIES ABOUND
The local market for communications services is growing at an unprecedented
rate as residential and business customers require more access lines, advanced
network and wireless services and higher bandwidth for data transport.
"The new Bell Atlantic serves the world's largest, most sophisticated
communications market," said Smith, "and demand for advanced services across our
region will continue to fuel robust growth in our core business and new
markets." Smith noted that Bell Atlantic already has more ISDN (Integrated
Services Digital Network) lines in service than any other U.S. communications
company.
Seidenberg added, "Our combined market presence, advanced network and
highly skilled employees will help jump-start our entry into new markets in our
home territory, including long distance, data connectivity, Internet access and
video."
Building on a year of success in maintaining and improving service quality
while meeting unprecedented demand, Bell Atlantic will further intensify its
focus on customer care. The company expects to invest approximately $5 billion
in 1997 to maintain quality and add new capabilities to its U.S. wireline
network.
"In a competitive telecommunications marketplace, we must win our customers
every day," said Seidenberg. "We make more than 100 million customer contacts
each year, and each one is an opportunity to show the people we serve that we
will do the job for them."
Bell Atlantic will offer in-region long distance service as soon as
possible. The company is well positioned to apply for approval to offer this
service, as demonstrated by the commitments to local competition made in the
merging companies' July 19 filing with the FCC.
In-region long distance is a $20 billion opportunity for the combined
company, with 45 percent of all long distance calls made within the 13 states
and Washington, D.C., originating and terminating in its region. "We aim to
capture at least 25 percent of the long distance market in our region over the
next five years," Seidenberg added.
Seidenberg also noted that Bell Atlantic's domestic customers account for
approximately 35 percent of all U.S. international calls. "Because we serve the
Eastern Seaboard, we are extraordinarily well positioned to meet customers'
needs for global connectivity," he said.
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"The bottom line," Seidenberg said, "is that this merger means a more
competitive company -- and that's good news for our customers, employees,
shareowners and the communities we serve."
NEW BUSINESSES, GLOBAL OPPORTUNITIES
Bell Atlantic is also one of the world's largest investors in wireless
communications, international wireline telecommunications and information
services.
Bell Atlantic and NYNEX have jointly operated a wireless communications
company since July 1995, which today will begin operating as Bell Atlantic
Mobile. Smith noted, "The success of Bell Atlantic Mobile is an example of what
the newly merged company can accomplish with a unified strategy, single brand
name and more efficient operating structure."
Bell Atlantic Mobile and PrimeCo Personal Communications, Bell Atlantic's
PCS partnership, have wireless operations in 14 of the top 20 markets, covering
the East Coast and areas in the South, Southwest and Midwest, including Chicago.
Bell Atlantic also oversees some of the world's fastest-growing wireless
businesses, including partnerships in Mexico, Italy, the Czech and Slovak
republics, Greece and Indonesia.
Bell Atlantic also has stakes in successful international wireline
ventures, including Telecom Corporation of New Zealand, Cable & Wireless
Communications, TelecomAsia and FLAG, the world's longest undersea fiber optic
cable.
In addition, Bell Atlantic's Information Services Group is the world's
largest provider of directory information, publishing 600 Yellow Pages editions
and Big Yellow/SM/, the leading on-line shopping directory. Bell Atlantic also
has major initiatives in Internet solutions and electronic commerce.
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NEW SHARES ISSUED, NEW BOARD ELECTED
In accordance with the terms of the merger, NYNEX shareowners receive 0.768
of a share of Bell Atlantic common stock in exchange for each share of NYNEX
common stock currently owned and, pending board approval, the Bell Atlantic
quarterly dividend rate is expected to increase from $0.74 to $0.77 per share
with the next quarterly dividend in November. As a result, former NYNEX
shareowners' dividend payments will be equivalent to what they would have
received from the historic NYNEX quarterly dividend of $0.59 per share.
The new Board of Directors, elected yesterday, is composed of 11 former
directors or officers of NYNEX and 11 members of Bell Atlantic's pre-merger
board.
In addition to Smith, Seidenberg and 16 outside directors, board members
include:
. Lawrence T. Babbio, Jr., president and CEO - Network Group and
chairman - Global Wireless Group.
. James G. Cullen, president and CEO - Telecommunications Group.
. Frederic V. Salerno, senior executive vice president and chief
financial officer.
. Morrison DeS. Webb, executive vice president - External Affairs
and Corporate Communications.
A list of the outside directors of the corporation is attached.
Bell Atlantic currently has a program authorizing the repurchase of up to
$1 billion of its common stock during the two-year period ending Dec. 31, 1997.
Authorization remains under this program to repurchase up to approximately 10
million shares at the current price level. The new Bell Atlantic will follow
pooling-of-interest accounting rules in repurchasing shares of its common stock,
which means that the corporation plans to repurchase no more than approximately
35 million shares during the two years following the consummation of the merger.
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NOTE: This press release contains statements about expected future events
and financial results that are forward-looking and subject to risks and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Discussion of factors that may affect future results is
contained in our recent filings with the Securities and Exchange Commission.
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NOTE: THIS RELEASE IS AVAILABLE ELECTRONICALLY AT (HTTP://WWW.BA.COM).
EDITORS:
. Photo opportunities at our work sites in New York and other events
scheduled today can be arranged by calling 212-395-0500.
. Smith and Seidenberg will unveil the new Bell Atlantic logo at 11 a.m. today
in front of the company's headquarters at 1095 Avenue of the Americas (at
42nd Street).
. A news conference with Smith and Seidenberg will be held in the lobby of the
building at 11:15 a.m. The dial-in number for the press conference is
800-821-1449.
. The news conference will be broadcast live on the Internet through Bell
Atlantic's Web site (http://www.bellatlantic.com/new). To access, viewers
will need a Netscape browser and a 28.8 Kbps. or faster modem. Viewers also
will need the plug-in RealPlayer 4.0, which can be downloaded from
(http://www.real.com) or by linking from Bell Atlantic's Web site.
. A video news release that includes footage from today's events and B-roll of
the merged companies' operations will be available via satellite feed from
1:00-1:15 p.m. New York City time. The coordinates are: Galaxy 4, Transponder
22, Audio 6.2/6.8.
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THE NEW BELL ATLANTIC
PROFILE
1996 Financial Data (unaudited pro forma)
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. Total Assets.......................................... $53.3 billion
. Operating Revenues.................................... $29.2 billion
. EBITDA................................................ $11.4 billion
. Net Income............................................ $3.4 billion
. Earnings per Share.................................... $4.40
. Weighted Average Shares Outstanding................... 773.3 million
. Shareowners........................................... 1.3 million
. Debt Ratio............................................ 58.7%
. Domestic Network Capital Expenditures:
Wireline Network Facilities........................ $4.9 billion
Wireless Network Facilities........................ $935 million
. 1996 Fortune 500 Rank................................. 23rd
Statistical Data (as of 6/30/97)
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. Employees............................................. 141,600
. States Served: Wireline............................... 13 (and D.C.)
. States Served: Wireless............................... 19 (and D.C.)
. Nations With Bell Atlantic Operations or Investments.. 21
. Domestic Access Lines................................. 39.0 million
. Domestic Wireless Customers*.......................... 5.0 million
. ISDN Lines In Service................................. 386,000
. Worldwide Access Lines*............................... 39.9 million
. Worldwide Wireless Customers*......................... 5.5 million
. Worldwide Wireless POPs*.............................. 173 million
. Worldwide Video Subscribers*.......................... 148,000
. Worldwide Directories Distributed..................... 80 million
. On-Line Directory Visits Per Month.................... 1.8 million
* includes proportionate share of partnerships and joint ventures
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OUTSIDE BOARD MEMBERS:
Richard L. Carrion
President and Chief Executive Officer
Banco Popular de Puerto Rico
Lodewijk J.R. de Vink
President and Chief Operating Officer
Warner-Lambert Company
James H. Gilliam, Jr.
Executive Vice President and General Counsel
Beneficial Corporation
Stanley P. Goldstein
Chairman of the Board and Chief Executive Officer
CVS Corporation
Helene L. Kaplan
Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Thomas H. Kean
President, Drew University
Former Governor of New Jersey
Elizabeth T. Kennan
Retired President
Mount Holyoke College
John F. Maypole
Managing Partner
Peach State Real Estate Holding Company
Joseph Neubauer
Chairman, President and Chief Executive Officer
ARAMARK Corporation
Thomas H. O'Brien
Chairman and Chief Executive Officer
PNC Bank Corporation
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Eckhard Pfeiffer
President and Chief Executive Officer
Compaq Computer Corporation
Hugh B. Price
President and Chief Executive Officer
National Urban League, Inc.
Rozanne L. Ridgway
Co-chair, The Atlantic Council of the United States
Former Assistant Secretary of State for Europe and Canada
Walter V. Shipley
Chairman of the Board and Chief Executive Officer
The Chase Manhattan Corporation
John R. Stafford
Chairman of the Board, President and Chief Executive Officer
American Home Products Corporation
Shirley Young
Vice President, China Strategic Development
General Motors Corporation
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