-----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, HLZGRlURaeQ2ahPuda7WqZ9WNSPEedLMc/D9Pfr4hlrKa3JhtmJRildQif6oHOdQ 1NE7cifccCoykHq+WycPjQ== 0000732712-99-000001.txt : 19990405 0000732712-99-000001.hdr.sgml : 19990405 ACCESSION NUMBER: 0000732712-99-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990402 EFFECTIVENESS DATE: 19990402 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: S-8 SEC ACT: SEC FILE NUMBER: 333-75553 FILM NUMBER: 99586358 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 1 Original Electronically Transmitted to the Securities and Exchange Commission on April 1, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BELL ATLANTIC CORPORATION (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) BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES (Full title of the plan) Ellen C. Wolf Vice President-Treasurer Bell Atlantic Corporation 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: P. Alan Bulliner, Esq. Associate General Counsel and Corporate Secretary Bell Atlantic Corporation 1095 Avenue of the Americas New York, NY 10036 (212) 395-2121 CALCULATION OF REGISTRATION FEE Title of Amount to be Proposed Proposed Amount of securities to registered maximum maximum registration be registered (1) offering aggregate fee(3) (1) price per offering share price (2) Common Stock, 25,000,000 $51.8125 $1,295,312,500.00 $360,096.88 par value $.10 per share ______________ (1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the plan. This 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. (2)Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales price for a share of Common Stock on March 26, 1999, as reported on the New York Stock Exchange. (3)Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: proposed maximum offering price multiplied by .000278. 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, 1998. (b) The Registrant's Current Reports on Form 8-K dated January 3, 1999, January 15, 1999 and January 27, 1999. (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. All reports and other documents subsequently filed by the Registrant or the Bell Atlantic Savings Plan for Salaried Employees (the "Plan") 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, 1998 and 1997 and the consolidated statements of operations, changes in shareowners' investment, cash flows and financial statement schedule for each of the three years in the period ended December 31, 1998, incorporated by reference in this registration statement, have been incorporated herein in reliance on the report, which includes an explanatory paragraph stating that, in 1996, Bell Atlantic Corporation changed its method of accounting for directory publishing revenues and expenses, of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Bell Atlantic Corporation Common Stock to be issued in connection with the Registration Statement will be passed upon by P. Alan Bulliner, Esq., Associate General Counsel and Corporate Secretary of Bell Atlantic Corporation. As of February 28, 1999, Mr. Bulliner owned beneficially 23,350 shares of the Common Stock of Bell Atlantic and held 150,160 options to purchase shares of the Common Stock of Bell Atlantic. As of such date, he also had approximately 57 shares credited to his account under the Bell Atlantic Employee Stock Ownership Plan, approximately 3,968 shares credited to his account under the Plan, and approximately 261 shares credited to his account under the Bell Atlantic Senior Management Income Deferral Plan. 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 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. II-1 Article 7 of the Bell Atlantic Corporation ("Bell Atlantic") Certificate of Incorporation makes mandatory the indemnification expressly authorized under the DGCL, except that the 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 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 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. 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) 5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel and Corporate Secretary of Bell Atlantic. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of P. Alan Bulliner (Included in Exhibit 5). 24 Powers of Attorney. - --------------------- (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 Plan is qualified under Section 401 of the Internal Revenue Code of 1986, as amended, the Registrant hereby undertakes to submit the Plan 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 Plan. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new II-2 registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 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 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 March 31, 1999. BELL ATLANTIC CORPORATION By: /s/ Doreen Toben __________________ Doreen A. Toben Vice President - Controller The Plan. Pursuant to the requirements of the Securities Act of 1933, the Bell Atlantic Employee Benefits Committee has duly caused this 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 March 31, 1999. BELL ATLANTIC SAVINGS PLAN FOR SALARIED EMPLOYEES BY: BELL ATLANTIC EMPLOYEE BENEFITS COMMITTEE By: /s/ Donald J. Sacco _________________________ Donald J. Sacco, Chairman S-1 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date * Director, President and Chief March 23, 1999 Lawrence T. Babbio, Jr. Operating Officer * Director March 23, 1999 Richard L. Carrion * Director, President and Chief March 23, 1999 James G. Cullen Operating Officer * Director March 23, 1999 Lodewijk J.R. de Vink * Director March 23, 1999 James H. Gilliam, Jr. * Director March 23, 1999 Stanley P. Goldstein * Director March 23, 1999 Helene L. Kaplan * Director March 23, 1999 Thomas H. Kean * Director March 23, 1999 Elizabeth T. Kennan * Director March 23, 1999 John F. Maypole * Director March 23, 1999 Joseph Neubauer * Director March 23, 1999 Thomas H. O'Brien * Director March 23, 1999 Eckhard Pfeiffer * Director March 23, 1999 Hugh B. Price S-2 Signature Title Date * Director March 23, 1999 Rozanne L. Ridgway * Director and Senior Executive March 23, 1999 Frederic V. Salerno Vice President and Chief Financial Officer/Strategy and Business Development (principal financial officer) * Director, Chairman and March 23, 1999 Ivan G. Seidenberg Chief Executive Officer (principal executive officer) * Director March 23, 1999 Walter V. Shipley * Director March 23, 1999 John R. Stafford /s/ Doreen Toben Vice President-Controller March 23, 1999 Doreen A. Toben (principal accounting officer) * Director, Executive Vice March 23, 1999 Morrison DeS. Webb President-External Affairs and Corporate Communications * Director March 23, 1999 Shirley Young *By: /s/ Doreen Toben Doreen A. Toben Attorney-in-fact S-3 Exhibit Index 5 Opinion of P. Alan Bulliner, Esq., Associate General Counsel and Corporate Secretary of Bell Atlantic Corporation. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of P. Alan Bulliner (Included in Exhibit 5). 24 Powers of Attorney. EX-5 2 EXHIBIT 5 Bell Atlantic Corporation P. Alan Bulliner 1095 Avenue of the America Associate General Counsel and Room 3876 Corporate Secretary New York, NY 10036 212 395-6714 Fax 212 302-8320 [Bell Atlantic Logo] March 31, 1999 Bell Atlantic Corporation 1095 Avenue of the Americas New York, New York 10036 Re: Bell Atlantic Corporation Registration Statement on Form S-8 under the Securities Act of 1933 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") which Bell Atlantic Corporation, a Delaware corporation (the "Company") , is filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, registering 25,000,000 shares of Common Stock,par value $.10 per share, of the Company to be offered and sold from time to time under the Bell Atlantic Savings Plan for Salaried Employees (the "Plan"). I or members of my staff have reviewed the Registration Statement, the Company's Certificate of Incorporation and Bylaws, resolutions adopted by the Board of Directors of the Company, and such other documents and records as I have deemed appropriate for the purpose of giving this opinion. Based upon the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. All necessary corporate action on the part of the Company's Board of Directors with respect to the issuance and sale of Shares to be purchased directly from the Company has been taken, and any Shares to be purchased directly from the Company will be legally issued, fully paid and nonassessable when such Shares shall have been issued and sold for the consideration contemplated in the Plan. 3. Any Shares to be purchased on the open market will be validly issued, fully paid and nonassessable. Bell Atlantic Corporation page 2 I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement and to being named under the heading "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ P. Alan Bulliner P. Alan Bulliner Associate General Counsel and Corporate Secretary EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Bell Atlantic Corporation on this Form S-8 of our report dated February 9, 1999, on our audits of the consolidated financial statements and financial statement schedule of Bell Atlantic Corporation and its subsidiaries as of December 31, 1998 and December 31, 1997, and for each of the three years in the period ended December 31, 1998, which report is included in the Annual Report on Form 10-K of Bell Atlantic Corporation for the year ended December 31, 1998. We also consent to the reference to our firm under the caption "Experts" in this Registration Statement. /s/ PricewaterhouseCoopers LLP New York, New York March 31, 1999 EX-24 4 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Lawrence T. Babbio, Jr. Lawrence T. Babbio, Jr. 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ R. 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ James G.Cullen James G. Cullen 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ J. R. de Vink Lodewijk J.R. de Vink 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ J. H. Gilliam,Jr. James H. Gilliam, Jr. 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Stanley P. Goldstein Stanley P. Goldstein 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Thomas H. Kean Thomas H. Kean 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Elizabeth T. Kennan Elizabeth T. Kennan 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ John F. Maypole John F. Maypole 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Eckhard Pfeiffer Eckhard Pfeiffer 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Rozanne L. Ridgway Rozanne L. Ridgway 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ F. 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Ivan 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Morrison Des. Webb Morrison DeS. Webb 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno, Ivan G. Seidenberg and Doreen A. Toben as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Shirley Young Shirley Young 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 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 Bell Atlantic Savings Plan for Salaried Employees. NOW, THEREFORE, the undersigned hereby appoints each of Frederic V. Salerno and Ivan G. Seidenberg as attorney for the undersigned for the purpose of executing and filing such registration statement and any amendment or amendments 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 23rd day of March, 1999. /s/ Doreen A. Toben Doreen A. Toben -----END PRIVACY-ENHANCED MESSAGE-----