Bell Atlantic and Vodafone AirTouch Increase Ownership In PrimeCo Texas Wireless Properties

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NEW YORK and LONDON -- Bell Atlantic Corp. (NYSE:BEL) and Vodafone AirTouch Plc (NYSE and LSE: VOD) today announced that they have increased their ownership in the partnerships that operate PrimeCo Personal Communications LP's Texas markets by acquiring the 20 percent interest owned by TXU Communications for $357 million.

The transaction is expected to close in January 2000. At closing, Bell Atlantic and Vodafone AirTouch together will own 100 percent of the licenses for the Texas markets -- Dallas/Fort Worth, San Antonio and Houston -- which cover 20.7 million POPs, or population served.

Bell Atlantic and Vodafone AirTouch intend to contribute their respective ownership interests in the Texas markets to their new national wireless venture. The new venture will combine assets from Bell Atlantic Mobile, AirTouch Cellular, PrimeCo Personal Communications and AirTouch Paging. It will be further strengthened by the addition of the cellular and PCS assets of GTE Corp., to create the largest wireless company in the country.

PrimeCo was formed in October 1994 to provide advanced wireless digital communications services. One of the fastest-growing PCS companies in the wireless industry, PrimeCo generated revenue growth of 59 percent and operating income growth of 48 percent in the third quarter of 1999. During the same period subscribers grew to more than 1.2 million. PrimeCo is a limited partnership owned by Bell Atlantic and Vodafone AirTouch. TXU Communications bought a minority interest in the Texas partnerships in May 1995.

Bell Atlantic

Bell Atlantic is at the forefront of the new communications and information industry. With more than 43 million telephone access lines and 10 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.

Vodafone AirTouch

Vodafone AirTouch, based in the United Kingdom, is the world's largest mobile telecommunications company. It has mobile operations in 24 countries on five continents, with more than 31 million proportionate customers at the end of September, 1999. In the United States, AirTouch serves more than 9 million proportionate cellular and PCS customers in 25 states and 22 of the top 30 U.S. markets, including Atlanta, Chicago, Dallas, Detroit, Houston, Los Angeles, Phoenix, San Diego, San Francisco and Seattle.

PrimeCo Personal Communications

PrimeCo Personal Communications, which is owned by Vodafone AirTouch and Bell Atlantic, provides digital wireless service in more than 35 major cities in Alabama, Florida, Illinois, Louisiana, Texas, Virginia and Wisconsin. The company has PCS licenses covering about 60 million potential customers in 10 major trading areas and has 3,300 employees. At the end of the third quarter 1999, PrimeCo had over 1.2 million subscribers. PrimeCo phones and service are sold through the company's 120 stores and kiosks, its business-to-business direct sales force, almost 2,300 indirect retailers and its toll-free telephone sales line 1-(800)- PRIMECOSM. The address for PrimeCo's interactive web site is

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