Modified Transaction Structure Would Speed Approval Process


June 26, 1996size = +1>


Agreement Remains Merger of Equals

PHILADELPHIA/NEW YORK, (June 26, 1996) -- The managements
of Bell Atlantic (NYSE:BEL) and
NYNEX (NYSE:NYN) have proposed, subject
to approval by their Boards of Directors, a technical change in the
transaction structure of the merger of equals
announced on April 22, 1996,
to speed the approval process.

Under the proposed modification, a newly formed subsidiary of Bell
Atlantic would merge with and into NYNEX, thereby making NYNEX a wholly
owned subsidiary of Bell Atlantic. The original agreement proposed
merging both Bell Atlantic and NYNEX into subsidiaries of a newly formed
holding company.

The purpose of the change is to speed the approval process by eliminating
the need to obtain congressional approval of the combination under the
Washington D.C. "anti-merger law." The law, passed in 1913, provides that
a holding company directly or indirectly acquiring or obtaining control of
a D.C. public utility receive authorization by Congress. The companies
have determined that final congressional action this session would be
uncertain, given the tight congressional schedule. Under the new
structure, no new holding company would directly or indirectly control
Bell Atlantic-Washington, DC., and therefore, no Congressional approval
will be required.

The companies stated that their goal is to complete the merger as quickly as
possible, and that the proposed change does not affect the substance of the
merger, only the means by which they accomplish it.

Both companies remain committed to cooperating fully with regulatory
authorities and intend to make regulatory filings in all 13 states and the
District of Columbia, regardless of whether they are technically required.

The proposed modification would not change the fundamental elements of the
merger. All substantive terms of the original agreement -- including Board
composition, name, headquarters location, and executive succession plans --
remain unchanged. The modification would not affect the pooling of interests
accounting to be used in the transaction.

The exchange ratio for shares and dividends would be restated to reflect the
difference in the transaction, but the economic impact would not change.
Each NYNEX shareholder would receive 0.768 shares of Bell Atlantic common
stock in exchange for one share of NYNEX common stock. This ratio is the
mathematical equivalent of the original 1.302 exchange ratio. Similarly,
the modified merger agreement provides for an initial post-closing
dividend expected to equal $3.08 per share, which is also the economic equivalent of the
original agreement's dividend. NYNEX shareholders would receive 0.768 of
that dividend, or $2.36 per share -- the current NYNEX dividend -- as
they would have under the original agreement.

The proposed modification would have the additional benefit of substantially
reducing SEC registration fees, certificate printing fees, exchange agent
fees, and NYSE listing fees.


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