BELL ATLANTIC CONTACT: Eric Rabe
NYNEX CONTACT: Susan Kraus
Modified Transaction Structure Would Speed Merger Approval Process
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
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
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-Wasington, DC., and therefore no Congressional approval will
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
The proposed modification would have the additional benefit of
substantially reducing SEC registration fees, certificate printing fees,
exchange agent fees, and NYSE listing fees.
NYNEX is a global communications and media company that provides
a full range of services in the northeastern United States and
high-growth markets around the world, including the United Kingdom,
Thailand, Gibraltar, Greece, Indonesia, the Philippines, Poland,
Slovakia and the Czech Republic.
The Corporation is a leader in the telecommunications, wireless communications,
cable television, directory publishing
and entertainment and information services.
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