END OF THE WORLD AS HE KNOWS IT?

Just like E.T., PrimeCo Personal Communications' little pink alien may finally get to phone home-then go home, for good.

Bell Atlantic, which is a 50/50 partner in PrimeCo along with AirTouch, filed a proxy statement with the Securities and Exchange Commission last week that included statements regarding its intentions to dissolve the partnership. The dissolution would be contingent on approval of the AirTouch/Vodafone merger.

The PrimeCo agreement states that either partner could trigger dissolution if the other underwent changes of control, said a Bell Atlantic spokesman. Vodafone's purchase of AirTouch constitutes a change of control that allows Bell Atlantic to move for dissolution. If the AirTouch/Vodafone merger doesn't go through, Bell Atlantic would probably break up the partnership in 2001, according to a separate clause in the agreement, said the spokesman.

Rather than fill out Bell Atlantic's footprint, the PrimeCo partnership has shackled the operator. "The reality of having PrimeCo as part of [Bell Atlantic's] footprint hasn't proved to be an asset," said Larry Swasey, senior wireless analyst for Allied Business Intelligence. "It may prove detrimental as they try to get spectrum in areas and move forward with other partnerships."

The PrimeCo alliance forbids the partners from operating competing networks in PrimeCo markets. Bell Atlantic has also been held back by a noncompete clause in a separate joint venture with AirTouch, called Tomcom, which never took off. The companies have recently been involved in lawsuits regarding that noncompete agreement.

The early dissolution of the PrimeCo partnership indicates a failure of the original intent.

"The whole PrimeCo idea as originally envisioned hasn't happened," said Rob Norcross, vice president at Mercer Management Consulting. PrimeCo and Tomcom were designed to allow the original partners, U S West, Nynex, Bell Atlantic and AirTouch, to deliver a national offering to compete with the likes of AT&T and Sprint.

"East and west haven't been successful in joint marketing or offering national service," Norcross said. Bell Atlantic and Nynex merged, as did AirTouch and U S West. But so far, the two remaining companies have been unable to join forces.

It probably isn't too late, though. "We feel ultimately that Bell Atlantic cannot do without AirTouch," said Andrew Cole, senior manager of Renaissance Worldwide's wireless practice. "You will see a big acquisition joining Vodafone and Bell Atlantic because wireless is becoming increasingly important, if not essential, to any company that has to be a communications player in this world."

PrimeCo also may have failed in other ways. "PrimeCo's focus was far different from the other carriers'," said Becky Diercks, senior director of telecom and wireless research for Cahners In-Stat Group. The original partners may not have intended for PrimeCo to develop so differently from their own businesses, making it difficult to use the company as a uniting force.

In addition, PrimeCo operates PCS networks in 10 major trading areas with 60 million potential customers, but has only 900,000 customers. "It's necessary to clear this PrimeCo debacle aside and to move on," Cole said.

The dissolution would mean that PrimeCo would no longer exist as it does today, but its future is uncertain beyond that, said the Bell Atlantic spokesman. One of the partners could buy the other out, or they could divide the assets between them. The original agreement, though, stipulates that the partners would first have to offer PrimeCo any properties that they wish to acquire.

The future of the PrimeCo brand also remains unclear. While the brand may seem weaker than that of Bell Atlantic or AirTouch, it actually may be stronger because Bell Atlantic and AirTouch don't serve customers in PrimeCo markets. Until those decisions are made, advertisements with the little pink guy continue to run.