-----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, GxIv3Wak4DOGDzcRXLHUHR97m6ohoTSlQeOwEQwspjX9ilMlWrqbYm3hMjfkv1OR keMciuXAdd5JvtXQ17Y/cw== /in/edgar/work/20000908/0000950134-00-007702/0000950134-00-007702.txt : 20000922 0000950134-00-007702.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950134-00-007702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000907 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000908 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08606 FILM NUMBER: 718565 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 8-K 1 d80136e8-k.txt FORM 8-K 1 ================================================================================ UNITED STATES 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: September 7, 2000 (Date of earliest event reported) BELL ATLANTIC CORPORATION (D/B/A VERIZON COMMUNICATIONS) (Exact name of registrant as specified in its charter) Delaware 1-8606 23-2259884 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 1095 Avenue of the Americas, New York, New York 10036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 395-2121 Not applicable (Former name or former address, if changed since last report) ================================================================================ 2 Item 4. Changes in Registrant's Certifying Accountants In connection with the recently completed merger of the Company and GTE Corporation (GTE), on September 7, 2000, the Company engaged Ernst & Young LLP (E&Y) as its independent accountant. The decision to engage E&Y has been recommended by the Audit Committee and approved by the Board of Directors of the Company. The Company's previous independent accountant was PricewaterhouseCoopers LLP (PwC), and GTE's previous independent accountant was Arthur Andersen LLP (AA). PwC and AA were dismissed as independent accountants of the Company and GTE, respectively. PwC and AA will continue to maintain independent accountant relationships with certain subsidiaries or investments of the Company and will continue to provide audit and non-audit services to the Company. PwC, expressing reliance on the report of AA, will continue to report on the consolidated financial statements of the Company for the fiscal years ended December 31, 1999 and 1998. The independent accountants' reports for the Company and GTE for the fiscal years ended December 31, 1999 and 1998 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 1999 and 1998, and through September 6, 2000, there were no disagreements as defined by Item 304 (a)(1)(iv) of Regulation S-K between the Company and PwC or between GTE and AA, which, if not resolved to the satisfaction of PwC or AA, as the case may be, would have caused PwC or AA to make reference thereto in their reports on the financial statements for such periods. During the fiscal years ended December 31, 1999 and 1998, and through September 6, 2000, there were no reportable events as that term is defined in Item 304 (a)(1)(v) of Regulation S-K. Letters from PwC and AA stating their agreement with the statements made herein are filed as Exhibit 16.1 and Exhibit 16.2 to this Form 8-K. During the fiscal years ended December 31, 1999 and 1998, and through September 6, 2000, neither the Company nor GTE consulted with E&Y regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's or GTE's financial statements; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304 (a)(1)(v) of Regulation S-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. 16.1 Letter from PwC regarding its concurrence with the Registrant's statement regarding change of accountants. 16.2 Letter from AA regarding its concurrence with the Registrant's statement regarding change of accountants. 3 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, thereunto duly authorized. Bell Atlantic Corporation ----------------------------- (Registrant) Date: September 7, 2000 /s/ Marianne Drost ----------------- ----------------------------- Marianne Drost Senior Vice President, Deputy General Counsel and Corporate Secretary 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 16.1 Letter from PwC regarding its concurrence with the Registrant's statement regarding change of accountants. 16.2 Letter from AA regarding its concurrence with the Registrant's statement regarding change of accountants.
EX-16.1 2 d80136ex16-1.txt LETTER FROM PRICEWATERHOUSECOOPERS 1 EXHIBIT 16.1 September 6, 2000 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Commissioners: We have read the statements made by Bell Atlantic Corporation (d/b/a Verizon Communications) (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's report dated September 7, 2000. We agree with the statements concerning our Firm in such 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP EX-16.2 3 d80136ex16-2.txt LETTER FROM ARTHUR ANDERSEN 1 EXHIBIT 16.2 Securities and Exchange Commission 450 Fifth Street, Northwest Washington, D.C. 20549 September 6, 2000 Commissioners: We have read the first six paragraphs of Item 4 included in the Form 8-K dated September 7, 2000 of Verizon Communications to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein, insofar as they relate to our firm. Very truly yours, /s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP cc: Lawrence R. Whitman Vice President and Controller Verizon Communications -----END PRIVACY-ENHANCED MESSAGE-----