The companies expect that, excluding special transition and integration charges, the merger will be accretive to recurring earnings per share in the first year after closing. With an expanded presence in key communications and information markets, the new Bell Atlantic expects increased opportunities for long-term growth in both revenues and earnings. Recurring expense savings from this proposed business combination are expected to grow to approximately $600 million annually by the third year following closing. They will consist of approximately $300 million in savings from operations systems and other administrative costs and approximately $300 million in savings from a reduction of 3,000 primarily corporate and administrative management positions. Transition and integration charges of $500 million are anticipated in the first year following the completion of the merger. An additional $200-400 million in charges are anticipated over the two succeeding years. Annual capital expenditures for the new company should reflect approximately $250-$300 million of incremental purchasing efficiencies. The new company is expected to have total cash savings of $850-900 million per year. These savings, coupled with new revenue and margin opportunities in long distance, video and other network services, are expected to create substantial shareholder value for the new Bell Atlantic. "We will continue to act responsibly toward our employees, especially those affected by this merger, and will continue to aggressively pursue redeployment opportunities for affected personnel," Seidenberg said. "When we created Bell Atlantic NYNEX Mobile, we experienced an initial consolidation of jobs followed by significant marketplace expansion, redeployment and the creation of new jobs." The combined company will retain a strong financial position in the industry as evidenced by its current combined net cash from operations of over $7.5 billion. The merger is expected to produce even stronger cash flow margins through the increase in revenue growth and reduction of costs. This will facilitate the company's ability to internally finance its operations, capital expenditures, and dividends while maintaining a strong credit rating, thereby providing the financial flexibility to be a major competitor in the industry. The new company's dividend policy will be determined by its Board of Directors after closing. It is anticipated that the dividend per share for the new company will initially be set at $2.36, which is the current level that NYNEX shareholders receive. Since NYNEX shareholders will receive one share in the new company for each share of NYNEX stock, their initial cash dividend is not expected to change. Given that Bell Atlantic shareholders will receive 1.302 shares in the new company for each Bell Atlantic share that they own, their equivalent cash dividend is expected to be effectively $3.07, a 6.7% increase over the current $2.88 per share. The new company will remain committed to providing competitive dividends to its shareholders, viewing dividends as an important component of shareholder value. The new company will organize along customer and service segments dedicated to consumer, large and small business, network integration, long distance, federal systems, video and Internet segments, among others. These lines of business will have considerable autonomy to improve operating ratios, revenue and margin growth, expense control and performance results. The new company will drive faster product development, create new and more efficient distribution channels, and dramatically improve customer service. The merger is subject to the approval of the shareholders of both companies; special shareholder meetings will be held later this year. In addition, approvals will be required from federal and state agencies. Merrill Lynch acted as financial advisor and provided a fairness opinion to Bell Atlantic. Bear, Stearns & Co. Inc. acted as financial advisor and provided a fairness opinion to NYNEX. Morgan Stanley & Co. Incorporated also provided a fairness opinion to NYNEX. INTERNET USERS: This news release, and other information relating to this proposed merger, can be found on the Bell Atlantic NYNEX merger World Wide Web site (http://www.bell-atl.com/nynex), as well as Bell Atlantic's and NYNEX's sites on the World Wide Web (http://www.ba.com, http://www.nynex.com), on gopher (gopher://ba.com) or by ftp (ftp://ba.com/pub). Information contained in this release with respect to the expected financial impact of the proposed merger is forward-looking. These statements represent the companies' reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially. Such factors include: materially adverse changes in economic conditions in the markets served by the companies; substantial delay in the expected closing of the merger; and a significant change in the timing of when the companies expect to be permitted to offer long distance services within their regions. CONTACT: Media: Eric Rabe, 215-963-6531, or Shannon Fioravanti, 703-974-1720, both of Bell Atlantic, or Susan Kraus, 212-395-2355, or David Frail, 212-395-0500, both of NYNEX; or Financial: Peter D. Crawford of Bell Atlantic, 215-963-6123, or Alan F. Pattee of NYNEX, 212-730-6223/