AirTouch and U S West Announce Joint Venture Close; New Management Organization Named

October 10, 1995

NYNEX CONTACT: Media Relations,
(212) 395-0500

AirTouch and U S West Announce Joint Venture Close; New Management

Organization Named


Communications (NYSE:ATI) and U S WEST (NYSE:USW) today moved

a step closer to a merger of their domestic cellular operations.

The companies operate in 16 of the nation's top 30 markets, an

area populated by nearly 55 million people.

Effective November 1, the companies will enter the first phase

of their joint venture, Phase I.

During this phase, the companies' Wireless Management Company

(WMC), formed to serve as a single management resource, will begin

providing support services to both companies' domestic cellular

operations, which will remain separately owned during this phase.

Phase I follows the completion of contractual agreements between

the two partners, regulatory approvals, and U S WEST's exchange

of its San Diego cellular property for several GTE cellular

properties including Portland, Oregon. AirTouch and U S WEST

initially announced joint venture and merger plans on July 25,

1994, adopting a phased approach.

The next phase, Phase II, will be a merger of the two companies'

domestic cellular operations into the WMC. This will take place

upon the earlier of July 25, 1998, the lifting of certain regulatory

restrictions imposed on U S WEST in connection with the breakup

of the Bell System, or at AirTouch's option.

"We hope Congress provides legislative relief this year

so that AirTouch, U S WEST and our customers can fully realize

the benefits of scale and scope from merging our operations,"

said Lee Cox, president and chief executive officer of the joint


"U S WEST and AirTouch share a strategic vision, operating

philosophy, and management approach," said Jan Peters, president

of Wireless Operations and Investments for the U S WEST Media

Group and CEO of its cellular business U S WEST NewVector. "This

partnership will enable us to effectively pool our resources and

wireless operating expertise as well as strengthen our competitive



A strong team of 14 veteran cellular operating management and

staff professionals hold key management posts in the joint venture.

"We've built a largely decentralized organization designed

to put accountability and decision-making into the hands of the

employees who are closest to our customers," explained Cox.

"This team has an impressive track record for running cellular

ventures and will provide continuity for our customers and employees,"

he added.

An experienced team of seasoned executives hold senior staff

positions in the WMC. They include Craig Farrill, chief technology

officer; Ujjal Kohli, vice president of marketing; Mike Polosky,

chief information and process engineering officer; Dick Hegstrom,

vice president of finance, Tracey Borst, vice president of human

resources; and Wally Sleeth, vice president of legal.

Six executives currently have responsibility for the day-to-day

domestic cellular operations that serve more than three million

customers across the country. From AirTouch Cellular, reporting

to Lee Cox, are Brian R. Jones, executive vice president and

general manager (EVP/GM) for Los Angeles; Gary Schindler, VP/GM

for Sacramento; Nancy Hobbs, VP/GM for San Diego; and Terry Tindel,

VP/GM for Atlanta. Reporting to Jan Peters are U S WEST's Tim

Samples, area general manager for the Southwest region, and Julie

Berg, vice president - marketing, distribution, and customer operations,

who has responsibility for all other NewVector markets.

Jan Peters, in addition to her role as CEO for U S WEST NewVector,

has been promoted to the additional position of president - Wireless

Operations and Investments for the U S WEST Media Group. In her

new role, Peters will oversee both U S WEST's joint venture with

AirTouch including their 50/50 partnership in PCS PrimeCo, and

the national alliance that includes Bell Atlantic NYNEX


When merged in Phase II, AirTouch and U S WEST will hold interests

of approximately 70 and 30 percent, respectively, in the combined

cellular properties. During Phase II, both companies will report

the combined operating results of the WMC, reflecting their portion

of the venture, using the equity method of accounting. In the

future, U S WEST also has the option to exchange its interest

in the WMC for an equity interest in AirTouch that would permit

representation on the AirTouch board of directors.

As a result of the Phase II merger, it is possible that AirTouch

could experience some short-term earnings dilution, which could

be material, depending on when the merger occurs. AirTouch also

may experience some near-term, minor earnings impact prior to

the Phase II merger as a result of entering into the support relationship(a).

In the future, but no earlier than the closing of the Phase

II merger, the two companies' equally-owned PCS partnership also

will be contributed to the WMC. When the PCS partnership is contributed,

AirTouch's proportional PCS expenses will increase to reflect

its adjusted ownership interest in the WMC. AirTouch expects

the PCS partnership will have significant capital requirements

for the buildout of PCS markets and will experience substantial

operating losses associated with the start-up phase of the PCS

business which is expected to last several years.

AirTouch Communications is a global wireless communications

company, with interests in cellular, paging, personal communications

services, the Globalstar satellite system and other operations

in the United States and twelve other nations: Belgium, Canada,

France, Germany, India, Italy, Japan, Portugal, South Korea, Spain,

Sweden and Thailand. The company, based in San Francisco, serves

more than 4.2 million customers worldwide.

U S WEST, headquartered in Englewood, Colorado, is in the connections

business, helping customers share information, entertainment and

communications services in local markets worldwide. It offers

domestic cellular service through its subsidiary, U S WEST NewVector,

which operates in 13 midwestern, western and southwestern states

and serves more than 1,000,000 customers. The company also operates

wireless communication systems, cable TV and telephone networks

in the United Kingdom, Hungary, the Czech Republic, Slovakia and

Russia, France, Norway, Sweden and Lithuania. (a) Refer to AirTouch

Form 8-K filed today with the Securities and Exchange Commission

for more information regarding the effects of Phase I and Phase

II. You may also contact AirTouch for a copy of the report.

NYNEX is a global communications and media company that provides
a full range of services in the northeastern United States and
high-growth markets around the world, including the United Kingdom,
Thailand, Gibraltar, Greece, Indonesia, the Philippines, Poland,
Slovakia and the Czech Republic.

The Corporation is a leader in the telecommunications, wireless communications,
cable television, directory publishing
and entertainment and information services.

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