Bell Atlantic, GTE Executives Tell Ohio Public Utilities Commission That Merger Of The Two Companies Create Stronger Competitor For Emerging Telecommunications Markets In State.

COLUMBUS, Ohio--(BUSINESS WIRE)--Nov. 4, 1998--

Executives from Bell Atlantic and GTE today appeared before the

Ohio Public Utilities Commission concerning of the merger of the

two companies and its anticipated impact in Ohio and across the

nation.

The following quotes are extracted from statements made at the

meeting by Mark J. Mathis, senior vice president of

regulatory for Bell Atlantic, and Geoffrey Gould, vice

president of government and regulatory affairs for GTE:

Mathis - We recognize that in today's competitive world we must provide high quality telephone service in each of our states, and we are strongly committed to the economic development and welfare of the communities we serve, whether we are connecting schools in Maine and West Virginia to the Internet or providing distance learning in Maryland and Virginia.

Like the merger between Bell Atlantic and NYNEX...the merger between Bell Atlantic and GTE is a merger of equals. From a technical standpoint, Bell Atlantic is acquiring GTE, just as it did NYNEX, with GTE shareholders receiving 1.22 shares of Bell Atlantic stock for every share of GTE stock. Unlike other acquisitions, however, in a merger of equals there is a genuine sharing of the best talent and best practices from each company.

The Bell Atlantic-GTE merger, however, is much more than best practices. Whether we like it or not, we are operating a world where AT&T has purchased TCG and is in the process of acquiring TCI and aligning with British Telecom. WorldCom acquired MCI after it had acquired MFS and Uunet. Sprint is aligned with Deutsche Telekom and France Telecom. And of course, SBC has acquired Pacific Telesis, recently received approval to acquire SNET and is seeking approval to acquire Ameritech.

Customers today have one company for local, another for long distance, a third for wireless, and a fourth for Internet access. The future, however, will be different. Customers want one company to do it all. Already, MCI Worldcom has announced a flat rate business service without any distance distinctions and including data and paging. Given this state of play, we really have no choice if we want to remain competitive with these global giants.

What really sets this merger apart, however, is the significantly increased ability it offers us to aggressively enter into competition with other incumbent regional Bell companies across the country, including here in Ohio against Ameritech in Cleveland, as well as against Cincinnati Bell in its home territory.

Gould - The Bell-Atlantic-GTE merger creates a new company that will accelerate the availability of real customer choice in Ohio and across the nation.

On a national basis, we believe this merger is enormously pro-competitive in a least six separate ways:

-- First...this merger will finally break down the barriers

between RBOCs and finally bring about significant

big-LEC-to-big-LEC competition in local telephony across the

country.

-- Second...from a broad perspective, this merger is an

essential step in establishing a competitive national market

for packaged telecommunications services.

-- Third...this merger is just about the single most

pro-competitive development that one can imagine for the

Internet.

-- Fourth...this merger is an important step in establishing a

fourth national facilities-based competitor in the long

distance market.

-- Fifth...this merger will combine complementary cellular

properties and create a wireless provider that is able to

compete on a national basis--something that is increasingly

becoming a tablestake in the telecom marketplace.

-- And finally...this merger combines complementary international

assets.

The merger gives the combined company the resources and scale necessary to support the high costs of building service and delivery platforms, to develop a much more economical and attractive package of telecom services for customers, and to invest in a much stronger national brand.

GTE covers a significant amount of territory in Ohio and has significant facilities. So it's logical to project that, in due time, the combined company will have the wherewithal to launch competitive attacks in places beyond greater Cleveland and Cincinnati--when sufficient market demand exists and a reasonable business case can be made for entry.

One of the most compelling reasons why this merger is pro-competitive is rooted in the provision of Internet and data services.

Without minimizing one bit the importance of traditional telephony, GTE and Bell Atlantic believe the Internet is the future of telecommunications. It's important to continue nurturing competition among Internet providers, especially ones that are actually building networks.

In that regard, the merger is enormously beneficial for the Internet in two separate ways.

First, it will allow GTE to introduce a host of new Internet services and a broader range of advanced data services.

Again, the key lies in Bell Atlantic's customer base. As I've stated, GTE's current profile is primarily rural and suburban serving territories--territories that are disbursed across wide geographic areas. This customer base is just not sufficiently concentrated to support the rapid introduction of new Internet services that require substantial up-front investments in equipment and facilities.

The merger, however, will give GTE access to Bell Atlantic's much more concentrated customer base in the Northeast...The opportunity to market to this base utilizing Bell Atlantic's sales network will provide the new company with the scope and heft to introduce new services to all customers, including those in Ohio.

The second reason the merger is enormously beneficial for the Internet is because it insures the continued competitiveness of the national market for Internet backbone services.

While GTE is the fourth-largest Internet backbone provider in size, we are significantly smaller than the three largest--Cable & Wireless, MCI-WorldCom, and Sprint. Bell Atlantic, on the other hand, is not an Internet backbone provider. It is only an Internet Service Provider (ISP) reselling connectivity from other backbone providers. By combining with Bell Atlantic, GTE is able to enhance its own Internet business by competing for and winning more customers...

Bell Atlantic's customer base and GTE's operating marketing platforms and experience will allow for large-scale, facilities-based deployment of a long distance network to compete with the major long distance carriers. This is a particularly important pro-competitive benefit of this merger considering that the four major facilities-based carriers recently became three with the approval of the MCI-WorldCom merger.

Complete copies of prepared remarks given by Mathis and Gould may be obtained by calling the media contacts listed at the beginning of this advisory.