Department of Justice Clears Bell Atlantic-GTE Merger

Department of Justice Clears
Bell Atlantic-GTE Merger

Companies enter consent decree to resolve
wireless overlaps

May 7, 1999

WASHINGTON -- Today the U.S. Department of Justice (DOJ)
gave its approval to the merger of Bell Atlantic and GTE. The two
companies and DOJ agreed to a consent decree to dispose of the
companies' overlapping wireless properties. No other conditions were
imposed on the merger.

After an exhaustive review of the transaction, DOJ carefully considered
and rejected all of the other various competitive arguments raised by
opponents of the merger, including many of the arguments still being
considered at the Federal Communications Commission and various state
commissions.

"The decision by DOJ today underscores that this merger will
strengthen competition and deliver to consumers a new, top-tier
telecommunications provider that will rival existing and emerging national
and global carriers," said William P. Barr, executive vice president
and general counsel for GTE. "This merger promises a new era in
consumer choice for telecommunications products and services, fulfilling
the pro-competitive vision embodied in the Telecommunications Act of
1996."

"We are extremely pleased with the outcome of the department's
investigation. Some of the department's best antitrust attorneys were
dedicated to our merger and gave it a clean bill of health. We commend
the staff for its hard work and thoroughness," said James R. Young,
executive vice president and general counsel of Bell Atlantic.

"When we announced the merger," Young explained,
"we knew we would need to address certain issues related to the
companies' wireless overlaps. The decree gives us full flexibility to clear
wireless conflicts by disposing of either cellular or PCS properties. It also
allows us to retain 10 megahertz (MHz) of broadband spectrum in areas
where we choose to sell our PCS properties. Finally, we have the time to
resolve wireless conflicts in an orderly way."

GTE and Bell Atlantic announced last July that the two companies have
agreed to a merger of equals. To date, 27 state public utility commissions
have cleared the merger. The merger also has won the support of the
AFL-CIO, Communications Workers of America, the International
Brotherhood of Electrical Workers, and dozens of business and
community leaders from areas served by GTE and Bell Atlantic.

Shareholder voting on the merger is under way by both companies and
will be completed at their annual meetings on May 18 (GTE) and May 19
(Bell Atlantic).