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Rating Action:

MOODY'S CONFIRMS CREDIT RATINGS OF NYNEX (SR. AT A3), AND BELL ATLANTIC (SR. AT A1), ON MERGER ANNOUNCEMENT

22 Apr 1996
MOODY'S CONFIRMS CREDIT RATINGS OF NYNEX (SR. AT A3), AND BELL ATLANTIC (SR. AT A1), ON MERGER ANNOUNCEMENT New York, 04-22-96 -- Moody's Investors Service confirmed the long and short term debt ratings of Bell Atlantic Corporation (BAC) and its supported subsidiaries, and NYNEX Corporation and its supported subsidiaries. The confirmations were prompted by the announcement that BAC and NYNEX have signed a definitive agreement to merge in an all stock transaction. We believe that sufficient uncertainty remains as to the financial structure of New Bell Atlantic Corporation (NBAC) and we will monitor and evaluate related issues as they evolve.

The ratings confirmed are:
Bell Atlantic Corporation -- guaranteed ESOP notes, at A1.
Bell Atlantic Capital Funding Corporation -- medium-term notes and notes, at A1; shelf registration of debt securities, at (P)A1; and short-term debt rating for commercial paper at Prime-1.
Bell Atlantic Financial Services, Inc.-- medium-term notes and notes, rated A1; shelf registration of debt securities; rated (P)A1; counterparty rating, A1, and Prime-1 short-term rating for commercial paper.
Bell Atlantic Systems Leasing International -- medium-term notes, rated A1.
Bell Atlantic Tricon Leasing, Inc. -- medium-term notes, rated A1.
Prefco IX Limited Partnership -- secured notes, rated A1.
BAT Partners, L.P. -- secured notes, rated A1.
Bell Atlantic New Zealand Holdings, Inc. -- preferred stock, rated "a2".
Bell Atlantic Network Funding Corporation -- Prime-1 short-term rating for commercial paper.

NYNEX Corporation-- debentures and medium-term notes, rated A3; shelf registration of debt securities, rated (P) A3; counterparty rating A3, and Prime-2 short-term rating for commercial paper.
NYNEX Capital Funding Company-- medium-term notes, rated A3.
NYNEX Credit Company-- medium-term notes, rated A3, counterparty rating, A3, and Prime-2 short-term debt rating for commercial paper.

Within the last month, four of the seven companies created by the divestiture of AT&T's telephone operations have announced mergers. The consolidation of the former Bell System is indicative of the industry changes that will result from the passage of the Telecommunications Act of 1996, changes that were highlighted in our teleconference on the credit implications of the Act on February 16, 1996.

The merger of Bell Atlantic Corporation and NYNEX Corporation creates a new corporate entity, NBAC , with ownership of the existing public companies. The shareowners of the two companies will receive common stock in the new company. The merger will be accounted for as a pooling of interests. If the transaction receives the necessary regulatory and government agency approvals, it will likely close within 12 months.

A number of issues important to the bondholders' positions are yet to be decided, including whether the existing debt of BAC and NYNEX will be assumed by New Bell Atlantic, whether BAC and NYNEX will continue to exist as corporate entities and direct subsidiaries of the new company, whether the new company will pursue new lines of business, and at what level in the organization debt will be issued. Because of this uncertainty and the relative difference in the credit quality of the two companies, the long-term debt rating outlook for BAC is revised to negative from stable and the long and short term debt ratings outlooks of NYNEX are revised from stable to positive.

Heretofore, NYNEX and Bell Atlantic have managed the operational and financial matters of their telephone subsidiaries in very different ways as indicated by the existing debt ratings. We expect that the telephone companies will continue to finance on a stand-alone basis, and that their existing debt will continue to be supported by direct cash flows. Nevertheless considerable uncertainty exists as to the eventual financial policies that will be adopted by NBAC, and we believe this could place negative rating pressure on BAC's highest rated telephone subsidiaries. Therefore, the long-term debt rating outlooks of Bell Atlantic's Aaa rated telephone subsidiaries, Bell Atlantic-Delaware, Inc.; Bell Atlantic-New Jersey, Inc.; and Bell Atlantic-Virginia, Inc. are revised to negative from stable. The outlooks of the other BAC and NYNEX independently rated telephone subsidiaries remains stable.

Bell Atlantic Corporation and NYNEX Corporation are international providers of wirelineand wireless communications services and are headquartered in Philadelphia,PA and New York, NY, respectively.

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