-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LCRZ7WZsFAOaomVJy7qL5G3mWS/Y165hwLBcAoptB+zHzNbZ3+gHOq3NaxsSMex4 OmwgMkDr33d2CIpPmaj1SA== /in/edgar/work/20000706/0000912057-00-030934/0000912057-00-030934.txt : 20000920 0000912057-00-030934.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030934 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000706 EFFECTIVENESS DATE: 20000706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL ATLANTIC CORP CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-76171 FILM NUMBER: 668330 BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1717 ARCH ST 47TH FL STREET 2: 1717 ARCH ST 47TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 S-8 POS 1 s-8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 Original Electronically Transmitted to the Securities and Exchange Commission on July 3, 2000 Registration No. 333-76171 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 Under THE SECURITIES ACT OF 1933 ------------ BELL ATLANTIC CORPORATION D/B/A VERIZON COMMUNICATIONS (Exact name of issuer as specified in its charter) Delaware 23-2259884 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1095 Avenue of the Americas New York, NY 10036 (212) 395-2121 (Address of principal executive offices) THE GTE SAVINGS PLAN THE GTE HOURLY SAVINGS PLAN GTE CORPORATION 1997 LONG-TERM INCENTIVE PLAN (Full title of the plan) WILLIAM F. HEITMANN Vice President-Treasurer Verizon Communications 1095 Avenue of the Americas New York, NY 10036 (Name and address of agent for service) (212) 395-2121 (Telephone number, including area code, of agent for service) ------------ COPY TO: MARIANNE DROST, ESQ. Senior Vice President, Deputy General Counsel and Corporate Secretary Verizon Communications 1095 Avenue of the Americas New York, NY 10036 (212) 395-2121 ------------ o See Explanatory Note following this cover page - -------------------------------------------------------------------------------- Explanatory Note This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 relates to shares of the Registrant's Common Stock, originally registered on the Registration Statement on Form S-4 (No. 333-76171) to which this is an amendment, that were not issued in the Merger described in the Form S-4 and that are issuable with respect to the GTE stock plans referred to on the cover page that were assumed by the Registrant upon the effectiveness of the Merger. The registration fees in respect of such shares of Common Stock were paid at the time of the original filing of the Registration Statement on Form S-4 relating thereto. This Post-Effective Amendment also amends the Registration Statement to cover an indeterminate amount of interests to be offered or sold pursuant to The GTE Savings Plan and The GTE Hourly Savings Plan (the "Plans"). Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the Plans. In addition, the Registration Statement also relates to an indeterminate number of shares of Common Stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, as filed by the Registrant with the Securities and Exchange Commission (File No. 1-8606), are incorporated by reference in this Registration Statement and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and the Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000. (b) The Registrant's Current Reports on Form 8-K, dated January 24, 2000, February 15, 2000, March 1, 2000, April 3, 2000 (filed April 5, 2000), April 3, 2000 (filed April 17, 2000), April 25, 2000 and June 30, 2000 and Form 8-K/A, dated April 3, 2000 (filed May 11, 2000). (c) The description of the Registrant's Common Stock contained in the registration statement on Form 10 filed under Section 12 of the Securities Exchange Act, and any amendments or reports filed for the purpose of updating that description. In addition, the Annual Reports on Form 11-K for the fiscal year ended December 31, 1999, as filed by each of the Plans with the Securities and Exchange Commission (File No. 1-2755), are incorporated by reference in this Registration Statement and made a part hereof. All reports and other documents subsequently filed by the Registrant or the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in any document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Copies of the above documents (excluding exhibits) may be obtained without charge upon written request directed to Investor Relations, Bell Atlantic Corporation, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036. EXPERTS The consolidated balance sheets as of December 31, 1999 and 1998 and the consolidated statements of income, changes in shareowners' investment and cash flows for each of the three years in the period ended December 31, 1999, incorporated by reference, have been incorporated herein in reliance upon the report of PricewaterhouseCoopers LLP, independent public accountants, given on the authority of said firm as experts in accounting and auditing. The financial statements included in the Annual Report on Form 11-K for the year ended December 31, 1999 of each of the Plans, which are incorporated by reference is this Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said report. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") permits a corporation to indemnify any of its directors or officers who was or is a party or is threatened to be made a party to any third party II-1 proceeding by reason of the fact that such person is or was a director or officer of the corporation, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe that such person's conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, the corporation is permitted to indemnify directors and officers against expenses (including attorney's fees) actually and reasonably incurred by them in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors or officers are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Article 7 of the Bell Atlantic Corporation ("Bell Atlantic") Restated Certificate of Incorporation makes mandatory the indemnification expressly authorized under the DGCL, except that the Restated Certificate of Incorporation only provides for indemnification in derivative actions, suits or proceedings by a director or officer if the initiation of such action, suit or proceeding was authorized by the Board of Directors. Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of Merger (the "NYNEX Merger Agreement"), dated as of April 21, 1996 by and between NYNEX Corporation ("NYNEX") and Bell Atlantic, Bell Atlantic has agreed for a period of six years following the Effective Time (as defined in the NYNEX Merger Agreement) to (a) cause NYNEX to maintain in effect the provisions regarding indemnification of officers and directors contained in the NYNEX Certificate of Incorporation and Bylaws and the certificates of incorporation and bylaws of each of its subsidiaries or in director, officer or employee indemnification agreements of NYNEX and its subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect current policies of directors' and officers' liability insurance and fiduciary liability insurance with respect to claims arising prior to the Effective Time, and (c) indemnify, and cause NYNEX to indemnify, the directors and officers of Bell Atlantic and NYNEX respectively, to the fullest extent permitted under their respective certificates of incorporation and bylaws and applicable law. In addition, Bell Atlantic has agreed to unconditionally and irrevocably guarantee for the benefit of such directors, officers and employees the obligations of NYNEX under its indemnification arrangements. Pursuant to Section 7.8 of the Agreement and Plan of Merger (the "GTE Merger Agreement"), dated as of July 27, 1998, between Bell Atlantic and GTE Corporation ("GTE"), Bell Atlantic has agreed for a period of six years following the Effective Time (as defined in the GTE Merger Agreement) to (a) cause GTE to maintain in effect the provisions regarding indemnification of officers and directors contained in the GTE Certificate of Incorporation and Bylaws and the certificates of incorporation and bylaws of each of its subsidiaries or in director, officer or employee indemnification agreements of GTE and its subsidiaries, (b) maintain in effect and cause GTE to maintain in effect current policies of directors' and officers' liability insurance and fiduciary liability insurance with respect to claims arising prior to the Effective Time, and (c) indemnify, and cause GTE to indemnify, the directors and officers of Bell Atlantic and GTE respectively, to the fullest extent permitted under their respective certificates of incorporation and bylaws and applicable law. In addition, Bell Atlantic has agreed to unconditionally and irrevocably guarantee for the benefit of such directors, officers and employees the obligations of GTE under its indemnification arrangements. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following is a list of exhibits filed as part of this Registration Statement. Exhibit Number EXHIBIT (1) 23 (a) Consent of PricewaterhouseCoopers LLP. 23 (b) Consent of Arthur Andersen LLP. 24 Powers of Attorney ITEM 9. UNDERTAKINGS. Not applicable. - ---------- (1) In lieu of an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and an Internal Revenue Service ("IRS") determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986, as amended, the Registrant hereby undertakes to submit the Plans and any amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to qualify the Plans. II-2 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York on June 30, 2000. BELL ATLANTIC CORPORATION By: /s/ Frederic V. Salerno ------------------------- Frederic V. Salerno Vice Chairman and Chief Financial Officer THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the GTE Service Corporation Employee Benefits Committee has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on June 30, 2000. THE GTE SAVINGS PLAN THE GTE HOURLY SAVINGS PLAN BY: GTE SERVICE CORPORATION EMPLOYEE BENEFITS COMMITTEE By: /s/ Ezra D. Singer --------------------------- Ezra D. Singer Chairman (Acting) S-1 Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * Director June 30, 2000 - --------------------------------------- James R. Barker * Director June 30, 2000 - --------------------------------------- Edward H. Budd * Director June 30, 2000 - --------------------------------------- Richard L. Carrion * Director June 30, 2000 - --------------------------------------- Robert F. Daniell * Director June 30, 2000 - --------------------------------------- Helene L. Kaplan * Director, Chairman June 30, 2000 - --------------------------------------- and Co-Chief Executive Officer Charles R. Lee (principal executive officer) * Director June 30, 2000 - --------------------------------------- Sandra O. Moose * Director June 30, 2000 - --------------------------------------- Joseph Neubauer * Director June 30, 2000 - --------------------------------------- Thomas H. O'Brien * Director June 30, 2000 - --------------------------------------- Russell E. Palmer * Director June 30, 2000 - --------------------------------------- Hugh B. Price * Vice Chairman and June 30, 2000 - --------------------------------------- Chief Financial Officer Frederic V. Salerno (principal financial officer) * Director, President June 30, 2000 - --------------------------------------- and Co-Chief Executive Officer Ivan G. Seidenberg (principal executive officer) * Director June 30, 2000 - --------------------------------------- Walter V. Shipley * Director June 30, 2000 - --------------------------------------- John W. Snow S-2 * Director June 30, 2000 - --------------------------------------- John R. Stafford * Director June 30, 2000 - --------------------------------------- Robert D. Storey * Vice President- June 30, 2000 - --------------------------------------- Controller Lawrence R. Whitman (principal accounting officer) *By: /s/ Frederic V. Salerno --------------------------------------- Frederic V. Salerno (On his own behalf and as Attorney-in-fact) S-3 EXHIBIT INDEX 23 (a) Consent of PricewaterhouseCoopers LLP. 23 (b) Consent of Arthur Andersen LLP. 24 Powers of Attorney EX-23.A 2 ex-23_a.txt EXHIBIT 23(A) EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-76171)of Bell Atlantic Corporation d/b/a/ Verizon communications of our report dated February 14, 2000, except for Note 24, as to which the date is March 22,2000, relating to the consolidated financial statements and consolidated financial statement schedule of Bell Atlantic Corporation which appears in Bell Atlantic Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the reference to us under the heading "Experts" in such Post Effective Amendment. /s/ PricewaterhouseCoopers LLP New York, New York June 30, 2000 EX-23.B 3 ex-23_b.txt EXHIBIT 23(B) EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports dated June 19, 2000 (and to all references to our Firm) included in GTE Corporation's Form 11-Ks for the GTE Savings Plan and the GTE Hourly Savings Plan for the year ended December 31, 1999 as filed with the Securities and Exchange Commission (File No. 1-2755) and incorporated by reference in this Post Effective Amendment No.1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-76171) of Bell Atlantic Corporation d/b/a Verizon Communications. Dallas, Texas /s/ Arthur Andersen LLP June 30, 2000 EX-24 4 ex-24.txt EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Richard L. Carrion ---------------------- Richard L. Carrion POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Helene L. Kaplan -------------------- Helene L. Kaplan POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Joseph Neubauer ------------------- Joseph Neubauer POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Thomas H. O'Brien --------------------- Thomas H. O'Brien POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Hugh B. Price ----------------- Hugh B. Price POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Ivan G. Seidenberg ---------------------- Ivan G. Seidenberg POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Walter V. Shipley --------------------- Walter V. Shipley POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ John R. Stafford -------------------- John R. Stafford POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno and Ivan G. Seidenberg as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Lawrence R. Whitman ----------------------- Lawrence R. Whitman POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Frederic V. Salerno ----------------------- Frederic V. Salerno POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Charles R. Lee ------------------ Charles R. Lee POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ James R. Barker ------------------- James R. Barker POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Edward H. Budd ------------------ Edward H. Budd POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Robert F. Daniell --------------------- Robert F. Daniell POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Sandra O. Moose ------------------- Sandra O. Moose POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Russell E. Palmer --------------------- Russell E. Palmer POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ John W. Snow ---------------- John W. Snow POWER OF ATTORNEY WHEREAS, BELL ATLANTIC CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, a registration statement, or post-effective amendment to a registration statement, on Form S-8 relating to shares of Common Stock, par value $.10 per share, of the Company to be offered and sold from time to time under the GTE Corporation 1997 Long-term Incentive Plan, The GTE Savings Plan and The GTE Hourly Savings Plan. NOW, THEREFORE, the undersigned hereby appoints each of Charles R. Lee, Frederic V. Salerno, Ivan G. Seidenberg and Lawrence R. Whitman as attorney for the undersigned for the purpose of executing and filing any such registration statement and/or amendment or other necessary documents, hereby giving to each said attorney full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present, and hereby ratifying all that said attorney may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of June, 2000. /s/ Robert D. Storey -------------------- Robert D. Storey -----END PRIVACY-ENHANCED MESSAGE-----