Merger: Bell Atlantic and GTE Outline Their Merger of Equals in Mailing to Shareowners

Merger: Bell Atlantic and GTE Outline Their Merger of Equals in Mailing to Shareowners – Company Business and Marketing

The merger of equals between Bell Atlantic Corp. and GTE Corp. will create one of the world’s premier providers of communications services in increasingly competitive local, national and global markets, according to the joint proxy statement and prospectus that the companies began mailing Wednesday to more than three million shareholders. In the cover letter included in the front of the joint proxy statement and prospectus, GTE Chairman and CEO Charles R. Lee and Bell Atlantic Chairman and CEO Ivan Seidenberg say: “By combining, we will create a competitive national communications provider with a full product line that can meet changing customer requirements for additional capacity to access the Internet and other data services, greater mobility, and national or even global reach. The combined company will be able to grow more quickly and achieve greater success than either of us could do on our own.” Lee and Seidenberg note that “GTE’s and Bell Atlantic’s assets, markets, operations and strengths are highly complementary.” Based on current figures and before adjusting for overlapping wireless properties, the combined company would be: o One of the nation’s leading providers of both wired and wireless communications, serving more than 60 million access lines and, following GTE’s purchase of certain Ameritech wireless properties,about 13 million wireless subscribers. o One of the largest facilities-based long distance companies. o One of the largest Internet backbone operators and a major provider of related data and Internet services. o The world’s largest publisher of directory information, in both book and on-line form. o A major presence in international markets, with investments or operations in more than 30 countries outside the U.S. GTE and Bell Atlantic shareholders will vote on the merger at their annual meetings, which will be held on May 18 and May 19, respectively, in Atlanta. Information about the merger and other matters to be voted on at the companies’ annual meetings are included in the joint proxy statement and prospectus. The joint proxy statement and prospectus is being posted at www.mergerinfo.com, the companies’ merger Web site. Shareowners can grant their proxy to vote their shares by mail, by telephone or by the Internet. They may also vote in person at the annual meeting. Instructions on voting shares and links to Internet voting sites can be found at www.mergerinfo.com. Bell Atlantic and GTE announced in July 1998 that they planned a merger of equals. To date, more than half of the 50 state public utility commissions have either approved the merger or declined to assert jurisdiction over it. Regulators in other states and federal regulators are currently considering the merger.

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