-----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, PBfP9i9+12Oe21AN79nFvoZShiI0nIMCxsSgfeBiZSgf66VClPB12uNuY3dC859t vN2Y3LA9Chzd2UV790KOFw== 0001036050-00-000555.txt : 20000406 0001036050-00-000555.hdr.sgml : 20000406 ACCESSION NUMBER: 0001036050-00-000555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000403 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000405 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: 593834 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): April 3, 2000 BELL ATLANTIC CORPORATION (Exact name of registrant as specified in its charter)
Delaware 1-8606 23-2259884 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer 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 5. Other Events ------------ Attached as an exhibit is a press release issued on April 3, 2000, announcing that, upon FCC approval of their merger, Bell Atlantic Corporation and GTE Corporation have selected Verizon as the new name of the combined company. Also attached as an exhibit is a press release issued on April 4, 2000, announcing the launch of Verizon Wireless, a new nationwide wireless company combining Bell Atlantic Corporation's and Vodafone Airtouch plc's U.S. cellular, paging and PCS businesses. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. 99.1 Press Release, dated April 3, 2000, issued by Bell Atlantic Corporation and GTE Corporation. 99.2 Press Release, dated April 4, 2000, issued by Bell Atlantic Corporation and Vodafone Airtouch plc. 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: April 5, 2000 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release, dated April 3, 2000, issued by Bell Atlantic Corporation and GTE Corporation. 99.2 Press Release, dated April 4, 2000, issued by Bell Atlantic Corporation and Vodafone Airtouch plc. EX-99.1 2 PRESS RELEASE, DATED APRIL 3, 2000 EXHIBIT 99.1 [LOGO OF BELL ATLANTIC] [LOGO OF GTE] NEWS RELEASE FOR IMMEDIATE RELEASE Contact: April 3, 2000 Susan Kraus 212-395-0500 susan.kraus@bellatlantic.com Peter Thonis 972-507-5367 peter.thonis@hq.gte.com VERIZON SELECTED AS NEW NAME FOR COMBINATION OF BELL ATLANTIC AND GTE NEW YORK and IRVING, TX (April 3, 2000) -- Contingent upon FCC approval of their merger, Bell Atlantic and GTE have selected Verizon as the new name of the combined company. Bell Atlantic and GTE said the new name and its associated logo will become the master brand under which the combined company will market its services to residential and business customers. The companies announced the name and brand strategy to employees today in anticipation of the launch of the wireless venture between Bell Atlantic and Vodafone-AirTouch, which is planned for tomorrow. The joint venture, to be known as Verizon Wireless, will be the first entity to use the new name. - more - Bell Atlantic News Release, page2 The word Verizon (pronounced vurr-EYE-zon) was selected from more than 8,500 names. The new name comes from the Latin word "veritas," which means truth, and also connotes certainty and reliability; and "horizon," which signifies the possibilities ahead. The new logo is a bold red, black and white rendition of the name with strong graphic accents highlighting the V and the Z. Bell Atlantic and GTE said that Verizon differentiates them from the rest of the Bell operating companies and the other players in the telecommunications industry, and it is capable of assimilating significant brand equity over time. Furthermore, Verizon signifies a company that will provide customers with both stability and a forward-looking vision. The companies said they will adopt the name and support it with significant marketing upon FCC approval of their merger. Immediately following merger closing, the name and logo will appear on buildings, payphones, vehicles, customer bills and other materials. The companies are targeting completion of the merger in the second quarter of 2000, and said the full re-branding will take from 12 to 24 months, although the new name and logo will be visible in key locations quickly. # # # EX-99.2 3 PRESS RELEASE, DATED APRIL 4, 2000 NEWS RELEASE EXHIBIT 99.2 FOR IMMEDIATE RELEASE: April 4, 2000 MEDIA CONTACTS: INVESTOR CONTACTS: Jim Gerace John Killian Verizon Wireless Wireless Company and Bell Atlantic 800-214-3555 212-395-1152 908-306-7508 Susan Kraus Melissa Stimpson Bell Atlantic Vodafone AirTouch 212-395-0500 44-16-3568-2465 Kathy Reinhart Terry Barwick Vodafone AirTouch Vodafone AirTouch 415-658-2042 44-16-3568-2465 BELL ATLANTIC AND VODAFONE AIRTOUCH LAUNCH VERIZON WIRELESS Companies Begin Planning Initial Public Offering NEW YORK AND LONDON - With the launch today of Verizon Wireless, Bell Atlantic Corp. (NYSE:BEL) and Vodafone AirTouch Plc (NYSE and LSE: VOD) also announced they are planning an initial public offering of part of their wireless business. Yesterday marked the formal combination of Bell Atlantic's and Vodafone AirTouch's U.S. cellular, paging and PCS businesses to form Verizon Wireless, a new nationwide wireless competitor. Verizon Wireless will be further strengthened following the completion of the Bell Atlantic - GTE Corp. (NYSE:GTE) merger, which is targeted for the second quarter. Including additions from GTE's domestic wireless business, the new company will rank as the nation's largest wireless company by far, serving more than 24 million wireless and nearly 4 million paging customers. Its nationwide footprint will cover over 90 percent of the U.S. population and 96 of the top 100 U.S. wireless markets, with 232 million net POPs. -more- Bell Atlantic and Vodafone AirTouch Combine U.S. Wireless Businesses/Page 2 The Bell Atlantic-Vodafone AirTouch wireless agreement and the Bell Atlantic-GTE merger are independent transactions. The completion of one is not contingent upon completion of the other. Ivan Seidenberg, chairman and chief executive officer of Bell Atlantic, said, "Today's announcement marks an important milestone for our companies and the entire wireless industry. As the largest U.S. wireless company, we will create a telecommunications powerhouse that will be instrumental in shaping the future of our companies and our industry to the benefit of customers, shareholders and employees. We intend to capitalize on the value of this business, and at a recent board meeting , the board directed the management team to begin the planning for an initial public offering of Verizon Wireless." "Combining our U.S. wireless businesses with those of Bell Atlantic and GTE positions us to succeed in a market poised for accelerating growth," said Chris Gent, chief executive officer of Vodafone AirTouch. "With today's announcement, we secure the essentials for success in the U.S. wireless market: a coast-to- coast footprint; significant operating scale; a common digital technology creating the nation's premier wireless network; and a distinct marketing advantage of a single brand and nationwide service. We also look forward to offering the public an opportunity to participate in the growth in value we believe Verizon Wireless will create for both of its parents" Denny Strigl, president and chief executive officer of Verizon Wireless, said, "In just six months, we have combined our businesses by integrating our best leaders with our best practices. We'll consistently demonstrate to consumers and shareowners the speed-to-market that will be our hallmark in providing new and innovative wireless products and services, starting today with the launch of a new, nationwide flat-rate SingleRate pricing plan." Verizon Wireless will have the national scale and scope to realize revenue enhancements, cost savings and capital efficiencies. The company will achieve expense savings through reduced roaming costs and increased economies of scale in transport, billing volumes, handset purchases and advertising. Combining common CDMA (Code Division-Multiple Access) technology platforms will also yield capital efficiencies, simplified integration and superior network quality. After the close of the Bell Atlantic - GTE Corp. merger, Bell Atlantic-GTE will own 55 percent and Vodafone AirTouch will own 45 percent of the wireless joint venture. The board has seven members, with four designated by Bell Atlantic and three by Vodafone AirTouch. Headquarters are in New York City and Bedminster, NJ. ### Bell Atlantic and Vodafone AirTouch Combine U.S. Wireless Businesses/Page 3 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. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the ability of the new wireless enterprise to combine operations and obtain revenue enhancements and cost savings; materially adverse changes in economic conditions in the markets served by us or by entities in which we have substantial investments; material changes in available technology; the extent, timing, success, and overall effects of competition; the timing of the completion of the merger with GTE and the ability of the new wireless enterprise to combine operations and obtain revenue enhancements and cost savings following the addition of the GTE wireless assets. -----END PRIVACY-ENHANCED MESSAGE-----