Bell Atlantic and Vodafone AirTouch Announce the Allocation of PrimeCo Assets - Company Operations

Cambridge Telcom Report, August 9, 1999

Vodafone AirTouch Plc (NYSE: VOD) and Bell Atlantic Corporation (NYSE: BEL) Tuesday announced that they have entered into an agreement to restructure their ownership interests in PrimeCo Personal Communications, based in Westlake, TX, a partnership that was formed by the two companies in 1994.

Under terms of this agreement Bell Atlantic will assume ownership of PrimeCo operations in five MTAs - Richmond, VA, New Orleans, LA, and the Florida markets of Jacksonville, Tampa and Miami. Vodafone AirTouch will take over operations in five MTAs -- Chicago, IL, Milwaukee, WI, and the Texas markets of Dallas, San Antonio and Houston. Other terms of the agreement were not disclosed.

Separately, the companies said that they have reached an out-of-court settlement of all litigation currently pending before the United States District Court for the Northern District of California, relating to their TomCom limited partnership. Terms of the settlement were not disclosed.

The two companies expressed appreciation to the PrimeCo management team for building one of the most successful businesses in the wireless industry.

Bell Atlantic is at the forefront of the new communications and information industry. With more than 43 million telephone access lines and 10 million wireless customers worldwide, Bell Atlantic companies are premier providers of advanced wireline voice and data services, market leaders in wireless services, and the world's largest publishers of directory information. Bell Atlantic companies are also among the world's largest investors in high-growth global communications markets, with operations and investments in 23 countries.

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Vodafone AirTouch, based in the United Kingdom, is the world's largest mobile telecommunications company. It has mobile operations in 23 countries on five continents, with more than 28 million proportionate customers. Its ventures cover a population of nearly a billion people. For more information, visit the company's web site at http://www.vodafone-airtouch-plc.com.

In the United States, AirTouch serves 9 million proportionate cellular and PCS customers in 25 states and 22 of the top 30 U.S. markets, including Atlanta, Chicago, Dallas, Detroit, Houston, Los Angeles, Phoenix, San Diego, San Francisco and Seattle. For more information, visit the AirTouch web site at http://www.airtouch.com.