-----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, K0DkL4CYvaxW5pLLMOgoExqhBPeC0phTjaLb2jbisPPzUr2FzAcQSBqDNQbOYW94 V/OjjJ15nUd3CE6hnONfxg== 0001036050-00-000639.txt : 20000418 0001036050-00-000639.hdr.sgml : 20000418 ACCESSION NUMBER: 0001036050-00-000639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000403 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000417 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: 602936 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 2. Acquisition or Disposition of Assets ------------------------------------ On April 3, 2000, Bell Atlantic Corporation (Bell Atlantic) and Vodafone AirTouch plc (Vodafone) consummated their previously announced agreement to combine their U.S. wireless assets. Vodafone contributed its U.S. wireless assets and approximately $4 billion of liabilities to an existing Bell Atlantic partnership (Cellco Partnership, now doing business as Verizon Wireless) in exchange for a 65.1% interest in Verizon Wireless, and Bell Atlantic retained a 34.9% interest. It is anticipated that, upon completion of its merger with GTE Corporation (GTE), the combined company will contribute its interest in the GTE Wireless assets and increase its interest in Verizon Wireless to 55%. Verizon Wireless is governed by a Board of Representatives with seven members, four of whom are designated by Bell Atlantic and three of whom are designated by Vodafone. Prior to the consummation of the transaction, the U.S. wireless assets of Vodafone were primarily used to provide cellular, paging and personal communications services. Bell Atlantic intends to continue such uses for the assets. Bell Atlantic will account for the transaction as a purchase method business combination. Bell Atlantic will control Verizon Wireless and consolidate its results. Item 7. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Business Acquired The audited consolidated balance sheet of the businesses contributed by Vodafone as of December 31, 1999, and the audited consolidated statement of income of the businesses contributed by Vodafone for the year ended December 31, 1999, will be filed by amendment to the Form 8-K as soon as practicable, but no later than 75 days after the date of consummation of the transaction. (b) Pro Forma Financial Information The unaudited pro forma combined condensed balance sheet of Bell Atlantic as of December 31, 1999, and the unaudited pro forma combined condensed statement of income of Bell Atlantic for the twelve months ended December 31, 1999, will be filed by amendment to this Form 8-K as soon as practicable, but no later than 75 days after the date of the consummation of the transaction. (c) Exhibits 10 U.S. Wireless Alliance Agreement, dated September 21, 1999, among Bell Atlantic Corporation and Vodafone AirTouch plc (incorporated by referenced to Exhibit 10 to Bell Atlantic's Quarterly Report on Form 10-Q for the quarter 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: April 17, 2000 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 10 U.S. Wireless Alliance Agreement, dated September 21, 1999, among Bell Atlantic Corporation and Vodafone AirTouch plc (incorporated by referenced to Exhibit 10 to Bell Atlantic's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). -----END PRIVACY-ENHANCED MESSAGE-----