Bell Atlantic and GTE File Reply Comments On Merger Proposal

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Bell Atlantic and GTE File Reply Comments
On Merger Proposal

Proposal Outlines Changes for GTE Internetworking

February 22, 2000


Susan Butta,

Bob Bishop,

WASHINGTON -- Bell Atlantic and GTE today filed with the FCC reply
comments on its proposal to restructure GTE's Internet business.

Under the proposal, the Internet backbone and related data business of
GTE Internetworking would be transferred to a public corporation that is
owned and controlled by third party shareholders and operated
independently of the merged Bell Atlantic-GTE. The merged company
will retain only the ten percent equity interest expressly permitted by the
Telecommunications Act of 1996, and an option to increase its ownership
interest to a controlling level once it receives sufficient interLATA relief
to operate the business. This option will be exercisable for five years
after closing the merger.

In today's filing, the companies told the FCC that comments filed by
opponents to their merger do not reflect previous Commission rulings and
ignore settled concepts of corporate law.

The companies' reply comments confirmed that Bell Atlantic and GTE
will not own an equity interest in the data company of more than the ten
percent allowed by the telecommunications statute until Bell Atlantic
gains the interLATA relief necessary for the companies to exercise their
conversion rights. In addition, the reply comments emphasized that the
data company will be controlled by public shareholders and an
independent board of directors.

Finally, the companies' filing shows that its proposal is fully consistent
with the market opening policies set forth in section 271 of the
Telecommunications Act. For its part, Bell Atlantic/GTE will have an
enhanced incentive to open its local markets rapidly and secure the section
271 approvals needed to permit the exercise of its conversion rights.

Bell Atlantic is at the forefront of the new communications and information industry.
With nearly 44 million telephone access lines and 12 million wireless customers
worldwide, Bell Atlantic companies are premier providers of advanced wireline voice
and data services, market leaders in wireless services and the world's largest publishers of
directory information. Bell Atlantic companies are also among the world's largest
investors in high-growth global communications markets, with operations and
investments in 23 countries.

GTE: With 1998 revenues of more than $25 billion, GTE is a leading
telecommunications provider with one of the industry's broadest arrays of products and
services. In the United States, GTE provides local service in 28 states and wireless
service in 18 states, as well as nationwide long-distance, directory, and internetworking
services ranging from dial-up Internet access for residential and small-business
consumers to Web-based applications for Fortune 500 companies. Outside the United
States, the company serves customers on five continents. Additional information about
GTE can be obtained at

GTE's community and philanthropic programs target excellence in education, particularly
math, science, technology and literacy. GTE also supports job training, delivery of health
and human services, and the arts. The company's newest program is GTE Reads, a public
charity designed to create public awareness, increase fundraising and support
organizations dedicated to improving America's literacy levels. GTE customers can
contribute to GTE Reads by checking off a box on their bill. Others can contribute
through GTE (

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