11.08.1996Corporate

Bell Atlantic Shareholders Overwhelmingly Approve Merger


Bell Atlantic Shareholders Overwhelmingly Approve
Merger

Major Milestone Passed in Alliance with NYNEX



November 8, 1996







Media contacts:

Eric Rabe 215-963-6531

"mailto:eric.w.rabe@bell-atl.com">eric.w.rabe@bell-atl.com

Jay Grossman 215-963-6521

"mailto:jay.grossman@bell-atl.com">jay.grossman@bell-atl.com


RICHMOND, Va. -- The shareholders of the HREF="http://www.bell-atl.com">Bell Atlantic Corp. (NYSE:BEL) have
voted overwhelmingly to approve the company's merger with HREF="http://www.nynex.com">NYNEX Corp. (NYSE:NYN).


In preliminary results tallied from proxies representing 74.1% of the
company's 437.8 million outstanding common shares, 97.4% voted to approve
the transaction.


Separately, an equally impressive proportion of the outstanding shares of
NYNEX were voted in favor of the deal, that company announced after
their special shareholders meeting two days ago (November 6, 1996).

"/sites/default/files/imported/speeches/spcmtg.html">Addressing
Bell Atlantic shareowners today, Chairman and CEO HREF="http://www.ba.com/homes/smith.html">Ray Smith said, "Your
vote today helps to create a great American company, one that will
provide greater choice for our customers, greater value for our investors
and greater opportunity for our employees."


He cited four reasons why the merger promises strong growth for the future:



  • Market Presence. "This merger creates a formidable
    presence in the most information-intensive region on earth - a region
    that contains many of the world's premier financial, media, entertainment
    and political centers," Smith said.


  • Scale and Scope. "This merger will create America's
    largest local exchange carrier and second-largest telecommunications
    company - a company with enough resources to compete on a global
    level," he said. Smith noted that domestically, no other company
    serves as many customers with both a landline and wireless network, and
    internationally, its ventures in Europe, Latin America and the Pacific
    Rim will account for some 10% of the value of the combined company.


  • Synergies. On the revenue side, Smith said, "real growth
    will come from selling not only connections, but complete packages of
    high-value services to increasingly sophisticated customers." He
    vowed the new Bell Atlantic will develop new products faster, create new,
    more efficient sales and distribution channels, quickly penetrate new
    business opportunities, and dramatically improve the quality of service
    to customers.


    On the cost side, Smith continued, "we expect this merger to produce
    annual expense savings of at least $600 million and capital savings of
    another $250 million to $300 million," primarily by developing
    single operating systems for the new company and adopting the best
    practices of both Bell Atlantic and NYNEX.

  • Strong Management. "This merger will result in one of
    the strongest management teams in the industry," Smith said. He
    noted that managers from the two companies have worked together
    successfully in the past, citing the experience of Bell Atlantic NYNEX
    Mobile, their already-merged cellular company. "We significantly
    improved our cellular revenue growth, profitability and service quality,
    proving that indeed, one plus one can equal three," he said.


"For these reasons, we believe we are building a company that will,
without a doubt, be a huge winner in the rapidly converging and
globalizing communications marketplace."


With the strongly positive shareholder approval for the merger, the
company now will concentrate on the steps remaining to close the deal:
the necessary regulatory approvals from the Federal Communications
Commission for transfer of NYNEX radio licenses; the ongoing antitrust
review by the Department of Justice; and state regulatory commission
review. In Bell Atlantic territory, none of the states has indicated the
need to approve the merger. In the NYNEX region, remaining state reviews
are expected to be complete by early next year.


"In short, the merger process is going smoothly, and we're confident
that we will close this merger in the first quarter of 1997," Smith
said.


Bell Atlantic Corporation (NYSE:
BEL) is at the forefront of the new communications, entertainment and
information industry. In the mid-Atlantic region, the company is the
premier provider of local telecommunications and advanced services.
Globally, it is one of the largest investors in the high-growth wireless
communication marketplace. Bell Atlantic also owns a substantial
interest in Telecom Corporation of New Zealand and is actively developing
high-growth national and international business opportunities in all
phases of the industry.


####


Bell Atlantic Shareholders Overwhelmingly Approve
Merger

Major Milestone Passed in Alliance with NYNEX



November 8, 1996







Media contacts:

Eric Rabe 215-963-6531

"mailto:eric.w.rabe@bell-atl.com">eric.w.rabe@bell-atl.com

Jay Grossman 215-963-6521

"mailto:jay.grossman@bell-atl.com">jay.grossman@bell-atl.com


RICHMOND, Va. -- The shareholders of the HREF="http://www.bell-atl.com">Bell Atlantic Corp. (NYSE:BEL) have
voted overwhelmingly to approve the company's merger with HREF="http://www.nynex.com">NYNEX Corp. (NYSE:NYN).


In preliminary results tallied from proxies representing 74.1% of the
company's 437.8 million outstanding common shares, 97.4% voted to approve
the transaction.


Separately, an equally impressive proportion of the outstanding shares of
NYNEX were voted in favor of the deal, that company announced after
their special shareholders meeting two days ago (November 6, 1996).

"/sites/default/files/imported/speeches/spcmtg.html">Addressing
Bell Atlantic shareowners today, Chairman and CEO HREF="http://www.ba.com/homes/smith.html">Ray Smith said, "Your
vote today helps to create a great American company, one that will
provide greater choice for our customers, greater value for our investors
and greater opportunity for our employees."


He cited four reasons why the merger promises strong growth for the future:



  • Market Presence. "This merger creates a formidable
    presence in the most information-intensive region on earth - a region
    that contains many of the world's premier financial, media, entertainment
    and political centers," Smith said.


  • Scale and Scope. "This merger will create America's
    largest local exchange carrier and second-largest telecommunications
    company - a company with enough resources to compete on a global
    level," he said. Smith noted that domestically, no other company
    serves as many customers with both a landline and wireless network, and
    internationally, its ventures in Europe, Latin America and the Pacific
    Rim will account for some 10% of the value of the combined company.


  • Synergies. On the revenue side, Smith said, "real growth
    will come from selling not only connections, but complete packages of
    high-value services to increasingly sophisticated customers." He
    vowed the new Bell Atlantic will develop new products faster, create new,
    more efficient sales and distribution channels, quickly penetrate new
    business opportunities, and dramatically improve the quality of service
    to customers.


    On the cost side, Smith continued, "we expect this merger to produce
    annual expense savings of at least $600 million and capital savings of
    another $250 million to $300 million," primarily by developing
    single operating systems for the new company and adopting the best
    practices of both Bell Atlantic and NYNEX.

  • Strong Management. "This merger will result in one of
    the strongest management teams in the industry," Smith said. He
    noted that managers from the two companies have worked together
    successfully in the past, citing the experience of Bell Atlantic NYNEX
    Mobile, their already-merged cellular company. "We significantly
    improved our cellular revenue growth, profitability and service quality,
    proving that indeed, one plus one can equal three," he said.


"For these reasons, we believe we are building a company that will,
without a doubt, be a huge winner in the rapidly converging and
globalizing communications marketplace."


With the strongly positive shareholder approval for the merger, the
company now will concentrate on the steps remaining to close the deal:
the necessary regulatory approvals from the Federal Communications
Commission for transfer of NYNEX radio licenses; the ongoing antitrust
review by the Department of Justice; and state regulatory commission
review. In Bell Atlantic territory, none of the states has indicated the
need to approve the merger. In the NYNEX region, remaining state reviews
are expected to be complete by early next year.


"In short, the merger process is going smoothly, and we're confident
that we will close this merger in the first quarter of 1997," Smith
said.


Bell Atlantic Corporation (NYSE:
BEL) is at the forefront of the new communications, entertainment and
information industry. In the mid-Atlantic region, the company is the
premier provider of local telecommunications and advanced services.
Globally, it is one of the largest investors in the high-growth wireless
communication marketplace. Bell Atlantic also owns a substantial
interest in Telecom Corporation of New Zealand and is actively developing
high-growth national and international business opportunities in all
phases of the industry.


####