-----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, HNpoohoDqIqNVWX2XDQGJDj3gq5btz7Cx/MfuZMdBtDa7HdaLexJAYqC6BlBI5gk 7aZYGknlbVyR08R8vwjZTw== 0001036050-00-000200.txt : 20000216 0001036050-00-000200.hdr.sgml : 20000216 ACCESSION NUMBER: 0001036050-00-000200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000215 ITEM INFORMATION: FILED AS OF DATE: 20000215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL ATLANTIC CORP CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [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: 545868 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 BELL ATLANTIC CORPORATION FORM 8-K 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 (Date of earliest event reported): February 15, 2000 BELL ATLANTIC CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-8606 23-2259884 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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) Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. 99 Unaudited pro forma combined condensed financial statements for Bell Atlantic Corporation and GTE Corporation for the nine-month period ended September 30, 1999. 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 By: /s/ Doreen A. Toben -------------------------------------- Doreen A. Toben Vice President - Controller Date: February 15, 2000 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99 Unaudited pro forma combined condensed financial statements for Bell Atlantic Corporation and GTE Corporation for the nine-month period ended September 30, 1999. EX-99 2 PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS EXHIBIT 99 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The unaudited pro forma financial statements that follow are for GTE Corporation (GTE) and Bell Atlantic Corporation (Bell Atlantic) for the nine- month period ended September 30, 1999 in connection with the proposed merger of GTE and Bell Atlantic. You may find unaudited pro forma statements of income for the years ended December 31, 1998, 1997 and 1996 and an unaudited pro forma balance sheet at December 31, 1998 in the GTE and Bell Atlantic joint proxy statement and prospectus filed with the Securities and Exchange Commission and dated April 13, 1999. Bell Atlantic has supplied all information contained in this Report on Form 8-K relating to Bell Atlantic and GTE has supplied all information relating to GTE. The following unaudited pro forma combined condensed financial statements are presented assuming that the merger of GTE and Bell Atlantic will be accounted for as a pooling of interests. Under this method of accounting, the companies are treated as if they had always been combined for accounting and financial reporting purposes. These unaudited pro forma financial statements have been prepared from, and should be read in conjunction with, the historical consolidated financial statements and accompanying notes of GTE and Bell Atlantic, which are included in the companies' Annual Reports on Form 10-K for the year ended December 31, 1998 and quarterly reports on Form 10-Q for the quarterly periods ended March 31, 1999, June 30, 1999, and September 30, 1999. The unaudited pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed at the dates indicated. The information does not necessarily indicate the future operating results or financial position of the combined company. We prepared the following unaudited pro forma financial data by adding or combining the historical amounts of each company and adjusting the combined amounts for significant differences in accounting methods used by each company. These adjustments are described in the accompanying notes to the financial statements. We prepared the unaudited pro forma combined balance sheet by combining the balance sheets of GTE and Bell Atlantic at September 30, 1999, giving effect to the merger as if it had occurred on September 30, 1999. The unaudited pro forma combined condensed statement of income gives effect to the merger as if it had occurred at the beginning of the earliest period presented. The terms of the merger specify that each share of GTE common stock will be converted into the right to receive 1.22 shares of combined company common stock. This exchange ratio was used in computing certain of the pro forma adjustments and in computing share and per share amounts in the accompanying unaudited pro forma financial information. Cautionary Statement Concerning Forward-Looking Statements This pro forma financial information contains forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "anticipates," "believes," "estimates," "hopes" or similar expressions. 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. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: . materially adverse changes in economic conditions in the markets served by us or by companies in which we have substantial investments; . material changes in available technology; . the final outcome of federal, state, and local regulatory initiatives and proceedings, including arbitration proceedings, and judicial review of those initiatives and proceedings, pertaining to, among other matters, the terms of interconnection, access charges, universal service, and unbundled network element and resale rates; . the extent, timing, success, and overall effects of competition from others in the local telephone and toll service markets; . the timing and profitability of our entry into the in-region long distance market; . the timing of, and regulatory or other conditions associated with, the completion of the merger with GTE and our ability to combine operations and obtain revenue enhancements and cost savings following the merger; and . the timing of, and regulatory or other conditions associated with, the completion of the wireless transaction with Vodafone AirTouch, and the ability of the new wireless enterprise to combine operations and obtain revenue enhancements and cost savings. COMBINED COMPANY PRO FORMA COMBINED CONDENSED BALANCE SHEET September 30, 1999 (Unaudited)
Historical Historical Pro Forma Pro Forma (Dollars in Millions) Bell Atlantic GTE Adjustments Combined - ----------------------------------------------------------------------------------------------------------------------- Assets Current assets Cash and temporary cash investments $ 299 $ 3,572 $ $ 3,871 Receivables, net 6,929 4,753 11,682 Net assets held for sale --- 1,752 1,752 Other current assets 1,669 1,449 (205) (3b) 65 (3e) 2,978 ---------------------------------------------------------------- 8,897 11,526 (140) 20,283 ---------------------------------------------------------------- Plant, property and equipment, net 38,359 22,220 (175) (3d) 60,404 Investments in unconsolidated businesses 5,919 3,880 9,799 Other assets 5,847 10,639 16,486 ---------------------------------------------------------------- Total assets $59,022 $48,265 $ (315) $106,972 ================================================================ Liabilities and Shareowners' Investment Current liabilities Debt maturing within one year $ 3,286 $ 7,105 $ $ 10,391 Accounts payable and accrued liabilities 6,550 5,622 12,172 Other current liabilities 1,533 935 170 (3b) 2,638 ---------------------------------------------------------------- 11,369 13,662 170 25,201 ---------------------------------------------------------------- Long-term debt 17,463 14,278 31,741 ---------------------------------------------------------------- Employee benefit obligations 9,661 4,317 13,978 ---------------------------------------------------------------- Deferred credits and other liabilities 5,020 5,085 (67) (3e) 10,038 ---------------------------------------------------------------- Shareowners' investment Common stock (2,767,321,285 shares) 158 50 69 (3a) 277 Contributed capital 13,533 8,624 (1,385) (3a) 20,772 Reinvested earnings 2,757 4,399 (310) (3b) (108) (3d) 6,738 Accumulated other comprehensive income (loss) 174 (367) (193) ---------------------------------------------------------------- 16,622 12,706 (1,734) 27,594 Less common stock in treasury, at cost 632 1,316 (1,316) (3a) 632 Less deferred compensation - employee stock ownership plans 481 467 948 ---------------------------------------------------------------- Total shareowners' investment 15,509 10,923 (418) 26,014 ---------------------------------------------------------------- Total liabilities and shareowners' investment $59,022 $48,265 $ (315) $106,972 ================================================================
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. COMBINED COMPANY PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME For the Nine Months ended September 30, 1999 (Unaudited)
Historical Historical Pro Forma Pro Forma (Dollars in Millions, Except Per Share Amounts) Bell Atlantic GTE Adjustments Combined - ----------------------------------------------------------------------------------------------------------------------------- Operating revenues $24,566 $18,595 $43,161 Operating expenses 18,223 13,074 $(27) (3d) 31,270 ---------------------------------------------------------------- Operating income 6,343 5,521 27 11,891 Income from unconsolidated businesses 124 311 435 Other income and (expense), net 35 (49) (14) Interest expense 939 973 1,912 Provision for income taxes 2,074 1,754 10 (3e) 3,838 ---------------------------------------------------------------- Income from continuing operations $ 3,489 $ 3,056 $ 17 $ 6,562 ================================================================ Basic Earnings Per Common Share Income from continuing operations per common share $ 2.25 $ 3.14 $ 2.39 ---------------------------------------------------------------- Weighted-average shares outstanding (in millions) 1,553 973 214 (3c) 2,740 ---------------------------------------------------------------- Diluted Earnings Per Common Share Income from continuing operations per common share $ 2.21 $ 3.12 $ 2.36 ---------------------------------------------------------------- Weighted-average shares - diluted (in millions) 1,583 980 215 (3c) 2,778 ----------------------------------------------------------------
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. Notes to Unaudited Pro Forma Combined Condensed Financial Statements Note 1 - Reclassifications Reclassifications have been made to the historical financial statements to conform to the presentation expected to be used by the combined company. Note 2 - Exchange Ratio The terms of the merger agreement specify that each outstanding share of GTE common stock will be converted into 1.22 shares of combined company common stock. This exchange ratio was used in computing share and per share amounts in the accompanying pro forma financial information. Note 3 - Pro Forma Adjustments (a) A pro forma adjustment has been made to reflect the issuance of 1,191 million shares of combined company common stock in exchange for all outstanding shares of GTE common stock as per the exchange ratio stated in Note 2, above. The adjustment also reflects the cancellation of shares of GTE treasury stock, but does not reflect the impact of fractional shares. (b) A pro forma adjustment has been made to reflect direct incremental merger- related costs. Amounts anticipated to be incurred (approximately $170 million) have been shown as an increase to "Other current liabilities." Amounts incurred through September 30, 1999 by GTE and Bell Atlantic (approximately $205 million) have been shown as a reduction to "Other current assets." The after-tax cost of this anticipated charge (approximately $310 million) has been reflected as a reduction in "Reinvested earnings." See "Unaudited Pro Forma Combined Condensed Financial Statements" for more information related to merger-related costs. (c) Pro forma adjustments have been made to the number of weighted average shares outstanding used in the calculation of basic and diluted earnings per share. The number of weighted average shares outstanding reflects the conversion of shares and share equivalents of GTE common stock into combined company common stock in accordance with the merger agreement. (d) Pro forma adjustments have been made to conform GTE's accounting policies for certain computer software costs to Bell Atlantic's policies. (e) Pro forma adjustments have been made for the estimated tax effects of the adjustments discussed in (b) and (d) above. (f) There are no significant intercompany transactions between GTE and Bell Atlantic. -----END PRIVACY-ENHANCED MESSAGE-----