Bell Atlantic, GTE, Alltel Agree to Exchange Wireless Operations in 13 States

In a move to eliminate overlapping cellular operations, Bell Atlantic (New York, NY), GTE Corp. (Irving, TX), and Alltel Corp. (Little Rock, AR) have signed agreements to exchange wireless interests in 13 states. The agreements eliminate the common wireless operations that would be created by the combination of Bell Atlantic and Vodafone AirTouch wireless properties announced Sept. 21. The companies reached a consent decree with the Department of Justice (DOJ) on Dec. 6 to resolve the overlaps through swaps or sales.

Bell Atlantic and Vodafone AirTouch can now proceed with the merger of their domestic wireless operations, expected to take place this spring. The new venture will be further strengthened by the addition of GTE's wireless assets following the resolution of additional wireless overlaps related to its merger with Bell Atlantic.

Transfers
Upon the closing of the transactions, Bell Atlantic and GTE will transfer wireless interests in 27 markets in Alabama, Arizona, Florida, Ohio, New Mexico, and South Carolina, involving about 14 million POPs, or population served, and more than 1.5 million customers.

Alltel will transfer interests in 42 markets in Illinois, Indiana, Iowa, Nevada, New York, and Pennsylvania. Alltel is transferring operations covering about 6.3 million POPs and more than 700,000 customers, along with 2.6 million POPs and about 300,000 customers from minority interests.

As a result of the swaps, the Bell Atlantic/GTE/Vodafone AirTouch venture will have a total of 223 million net POPs and 23 million customers, and Alltel will have a total of 46 million cellular POPs and almost 5.8 million wireless customers. In addition to the transfer of wireless assets, Alltel will also pay about $600 million to Bell Atlantic, GTE, and Vodafone AirTouch. The companies said they expect to complete the transactions by mid-year.

Reduced roaming
The companies have also signed a new national roaming agreement that will allow their customers to roam on each other's networks at reduced rates across a footprint that covers almost 95% of the U.S. population. Using CDMA, they will form the nation's largest standardized digital wireless network.

About 700 Bell Atlantic and 1,000 GTE employees will be joining Alltel, and about 900 ALLTEL employees will join the new Bell Atlantic/GTE/Vodafone AirTouch venture.

The following charts provide detailed lists of the metropolitan and rural service areas (MSAs/RSAs) involved in the wireless transaction announced today by ALLTEL, Bell Atlantic and GTE:

Edited by Ellen Jensen