Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2259884
(State of Incorporation) (I.R.S. Employer Identification No)
1095 Avenue of the Americas
New York, New York
(212) 395-2121
(Address and telephone number of principal executive offices)
-----------------
William F. Heitmann
Senior Vice President and Treasurer
Verion Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
(Name, address and telephone number of agent for service)
-----------------
Copies to:
David S. Kauffman, Esq.
Vice President and Associate General Counsel
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
-----------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [_] 333-
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Aggregate Offering Registration Fee*
Registered Unit Price
-----------------------------------------------------------------------------------------------------------
Common Stock,
Par value $.10 per 25,000,000 $39.025 $975,625,000.00 $78,928.06
share
-----------------------------------------------------------------------------------------------------------
* Estimated pursuant to paragraph (c) of Rule 457 solely for the purpose of
calculating the registration fee, based upon the average of the reported high
and low sales prices for a share of Common Stock on July 1, 2003, as reported on
the New York Stock Exchange.
** As permitted by Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained in this Registration Statement also covers 1,033,261 shares
of Common Stock previously registered and unissued (Registration Statement No.
333-48083). The Registrant previously paid a filing fee of $416,641.40 with such
registration statement ($14,349.98 of which is associated with the 1,033,261
shares of Common Stock also covered by the prospectus contained in this
Registration Statement).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
[VERIZON LOGO OMITTED]
A Direct Stock Purchase and Share
Ownership Plan for Common Stock
of Verizon Communications Inc.
VERIZON
COMMUNICATIONS
--------------------------------
| DIRECT |
--------------------------------
INVEST
o Purchase Verizon Communications
shares conveniently.
o Build your ownership systematically
by reinvesting dividends and by making
additional investments.
o Access your account online to review
and manage your investment.
o Protect your Verizon Communications
stock certificates by turning them in for
share safekeeping at no cost.
o Establish an IRA that invests in
Verizon Communications shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities discussed in this
prospectus, or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Prospectus dated ,2003.
-------
------------------------------------------
| Summary of Important Plan Features |
------------------------------------------
--------------------------------------------------------------------------------
[arrow] Registered Shareowners - If you are a registered Verizon
Communications shareowner, you may enroll in the Plan immediately.
--------------------------------------------------------------------------------
[arrow] Initial Investment - If you are not a registered Verizon
Communications shareowner, you may enroll by investing at least $1,000
or by authorizing the Plan Administrator to automatically deduct ten
(10) $100 monthly payments from your U.S. bank account.
--------------------------------------------------------------------------------
[arrow] Dividend Reinvestment - Dividends on all or a portion of your Plan
shares will be automatically reinvested in Verizon Communications
common shares.
--------------------------------------------------------------------------------
[arrow] Additional Investments - You can make additional investments by
authorizing the Plan Administrator to automatically deduct $50 or more
from your U.S. bank account each month.
--------------------------------------------------------------------------------
[arrow] Share Safekeeping - Whether you participate in the Plan or not, if you
own shares of Verizon Communications and you hold them in certificate
form, you may send them to the Plan Administrator for share
safekeeping. There is no cost to you for this service.
--------------------------------------------------------------------------------
[arrow] Periodic Statements - Each time you invest, you will receive a
statement that will show you the status of your account.
--------------------------------------------------------------------------------
[arrow] Participant Fees - You will pay certain fees in connection with the
Plan. These fees are described further in this prospectus.
2
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Table of Contents |
------------------------------------------
VERIZON COMMUNICATIONS
DIRECT INVEST - THE PLAN
Administration and Contact Information 4
Who Can Join 4
Enrollment 5
Participant Fees 7
How Shares are Purchased and Priced 8
Investment Methods and Timing 9
Account Statements 11
Share Safekeeping 11
IRA Accounts 12
Gift or Transfer of Shares 12
Sales 13
Withdrawal from the Plan 13
Adverse Market Conditions 14
Tax Consequences 14
Voting of Proxies 15
Stock Splits and Other Distributions 15
Changes to the Plan 16
Responsibilities of Verizon Communications
and the Plan Administrator 16
Governing Law 17
Use of Proceeds 17
Experts 17
Legal Matters 17
Indemnification 18
Where You Can Find More Information 18
3
---------------------------------------------
Administration and Contact Information |
---------------------------------------------
You may contact the Plan Administrator, EquiServe Trust Company, N.A., by:
o INTERNET:
www.verizon.equiserve.com
o TELEPHONE:
1-800-631-2355
o MAIL:
Verizon Communications Direct Invest
c/o EquiServe Trust Company, N.A.
P.O. Box 43005
Providence, RI 02940-3005
Unless otherwise specified, Plan transactions can be handled via the
Internet, by telephone or through the mail. EquiServe Trust Company, N.A.
is a federally chartered trust institution in affiliation with EquiServe
Inc., a transfer agent registered with the Securities and Exchange
Commission.
------------------------------------------
Who Can Join |
------------------------------------------
o Registered shareowners of Verizon Communications are eligible to join
the Plan.
o New investors who would like to become registered shareowners may join
by making an initial investment of at least $1,000.
o Non-U.S. residents are eligible to participate as long as their
participation would not violate applicable laws in their home
countries.
4
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Enrollment |
------------------------------------------
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| MINIMUM AND MAXIMUM INVESTMENT AMOUNTS |
|-----------------------------------------------------|
| Minimum Initial Investment |
| Registered Shareowners: $0 |
| |
| New Investors: $1,000 |
| |
| Automatic Deduction: |
| $100 per month for ten (10) consecutive months |
|-----------------------------------------------------|
| Minimum Additional Investment |
| Cash and One-time Online Deduction: |
| $50 per payment |
| |
| Automatic Deduction: |
| $50 per month |
|-----------------------------------------------------|
| Maximum Investment - $200,000 per calendar year |
-------------------------------------------------------
Registered Shareowners - If you are a Verizon Communications registered
shareowner, and you have already established online account access, you can
enroll immediately via the Internet. Otherwise, you need to call the Plan
Administrator to enroll in the Plan over the telephone or to request a
Shareowner Authorization Form to enroll by mail. If the Plan Administrator
receives your enrollment request at least one (1) business day prior to a
given dividend record date, you will be enrolled in the Plan and the
requested dividends will be reinvested for that dividend payment date. If
your enrollment request is not received in time, your dividend reinvestment
election may not be processed until the next dividend payment date.
New Investors - If you do not already own Verizon Communications shares, or
if you wish to establish a separate account (for example, a joint account
with your spouse, or as a custodian for a minor), you may:
o Go to www.verizon.equiserve.com and follow the instructions for
opening a Verizon Communications shareowner account online. You
may enroll in the
5
Plan by authorizing a one-time deduction from your U.S. bank
account for an initial investment of at least $1,000 or by
establishing an automatic monthly deduction from your U.S. bank
account for a minimum of $100 per transaction for at least ten
(10) consecutive months; or
o Contact the Plan Administrator to obtain an Initial Enrollment
Form, complete the form and return it to the address provided.
You can either:
> Enclose a check for a minimum investment of $1,000. Please
make sure your check is payable to "EquiServe - Verizon";
or,
> Authorize an automatic monthly deduction from your U.S. bank
account for a minimum of $100 per transaction for at least
ten (10) consecutive months. Automatic investment enrollment
is provided on the reverse side of the Initial Enrollment
Form.
If you wish to make your initial investment through automatic monthly
deductions, you must agree to continue the deductions until the $1,000
minimum initial investment is reached. Please note, such automatic monthly
deductions continue indefinitely beyond the initial investment until you
notify the Plan Administrator to stop your monthly deductions.
Beneficial ("Street Name") Owners - If your shares are held in the name of
a bank, broker or other nominee (that is, in "street name"), you should
direct your bank, broker or other nominee to have your shares of Verizon
Communications registered directly in your name. You can then enroll in the
Plan as a registered shareowner.
Dividend Reinvestment Options - Quarterly cash dividends on some or all of
your shares will be automatically reinvested in additional Verizon
Communications shares.
o Full Reinvestment - If you wish to reinvest the dividends on all your
shares, elect the Full Dividend Reinvestment option.
6
o Partial Reinvestment - If you wish to reinvest the dividends on less
than all your shares, elect the Partial Dividend Reinvestment option
and specify the number of whole shares for which you would like to
receive a dividend check. The dividends on the remaining shares will
be reinvested in additional shares of Verizon Communications.
------------------------------------------
Participant Fees |
------------------------------------------
-------------------------------------------------------
| One-time Account Setup Fee - $5.00 |
|-----------------------------------------------------|
| Investment Fees |
| Dividend Reinvestment 5% of Amount Invested |
| ($1.00 Min./$2.00 Max.) |
| |
| Additional Investments - Per Transaction |
| Via check $2.50 |
| Via Internet: one-time purchase $2.50 |
| Via automatic monthly deduction $1.00 |
|-----------------------------------------------------|
| Sale Fee $10.00 per sale |
|-----------------------------------------------------|
| Brokerage Commissions and/or Fees |
| On Sales $0.07 per share |
| On Purchases $0.03 per share |
|-----------------------------------------------------|
| Other fees may apply - See below |
-------------------------------------------------------
New Investors - There is a one-time account setup fee of $5.00 if you are
making a first-time purchase of Verizon Communications shares or
establishing a new investment account.
Dividend Reinvestment - The fee for reinvesting each quarterly dividend is
5% of the amount invested, with a minimum fee of $1.00 and a maximum fee of
$2.00. (In other words, if your quarterly dividend is $20 or less, the Plan
Administrator's fee will be $1.00. If your quarterly dividend is $25, the
Plan Administrator's fee will be $1.25. If your quarterly dividend is $40
or more, the Plan Administrator's fee is capped at $2.00).
7
Additional Investments - If you send a check to purchase additional shares
of Verizon Communications through the Plan, or if you authorize a one-time
deduction from your U.S. bank account via the Internet, the Plan
Administrator will deduct a processing fee of $2.50 per investment.
Automatic Monthly Deductions - If you authorize automatic monthly
deductions from your U.S. bank account, the fee is $1.00 per investment.
Brokerage Commissions and/or Fees - Currently, a sale commission of $0.07
per share will be deducted from the sale price per share. A purchase
commission of $0.03 per share will be included in the price per share,
except when new shares or treasury shares are purchased from Verizon
Communications.
Other Fees - The Plan Administrator may charge a fee for each of the
following: returned payments, check copy, retrieval of certain archived
data, prior year tax form, overnight delivery, certain market price
information, and confirmation of account balance for party other than
holder.
----------------------------------------------------
How Shares are Purchased and Priced |
----------------------------------------------------
Cash dividends elected for reinvestment, together with additional
investments, will be used to purchase Verizon Communications shares. At the
sole discretion of Verizon Communications, the shares purchased for the
Plan will either be newly issued shares, treasury shares, shares acquired
in the open market by the Plan Administrator or any combination of the
foregoing.
o Purchases from Verizon Communications - The price of new and/or
treasury shares purchased directly from Verizon Communications will be
the average of the high and low prices of Verizon Communications stock
on the purchase date (based on the New York Stock Exchange Composite
Transaction Listing) or the prior trading day, if the New York Stock
Exchange is closed on the purchase date. Customarily, the purchase
date for dividends will be the dividend pay-
8
ment date; for additional investments, the purchase date will be the
first business day of each week. Although no brokerage commissions
and/or fees will be charged to Plan participants for shares purchased
directly from Verizon Communications, the investment fees listed in
the "Participant Fees" section of this prospectus will still apply.
o Purchases in the Open Market - The price of shares purchased in the
open market will be the weighted average price per share paid by the
Plan Administrator during the purchase period, including brokerage
commissions and/or fees. For reinvested dividends, purchases may begin
four (4) business days prior to the dividend payment date and end
thirty (30) days after the dividend payment date.
o Combined Purchases - If within a single investment period, the Plan
Administrator purchases shares both directly from Verizon
Communications and in the open market, the price of shares will be the
weighted average of the price of all shares purchased directly from
Verizon Communications and the price of all shares purchased in the
open market during that investment period.
----------------------------------------------------
Investment Methods and Timing |
----------------------------------------------------
o Reinvested Dividends - The Plan Administrator will follow the
procedures above to acquire shares for dividend reinvestment, based on
the source of the shares, as Verizon Communications may decide from
time to time.
o Initial and Additional Investments - Customarily, all funds will be
used to purchase shares on the first business day of each week,
regardless of the source of the shares. If you are investing online,
please refer to your Confirmation Page for the estimated debit date
and investment date for your one-time deduction. If you are investing
by mail, the Plan Administrator must receive your check at least two
(2) business days prior to an investment date in order to purchase
9
shares on such date. All funds, whether by check or automatic
deduction from your bank account, must be payable in U.S. funds, and
drawn on an U.S. bank. Checks should be made payable to "EquiServe -
Verizon". Cash, money orders, traveler's checks and third party checks
will not be accepted.
o Automatic Monthly Investments - If you wish to elect this investment
option, the Plan Administrator must receive your request via the
Internet at www.verizon.equiserve.com or by mail on an enrollment
form, at least three (3) business days before the end of the month, in
order to begin deductions the following month. Funds will be
transferred on the 25th of each month. If the 25th is not a business
day, your funds will be transferred on the prior business day. Once
deducted, the Plan Administrator will invest these funds on the first
investment date of the following month. You can change the dollar
amount or stop the automatic monthly investments by contacting the
Plan Administrator. The Plan Administrator must receive your request
at least seven (7) business days before the funds transfer date.
Due to the frequency of investments, the Plan Administrator will not return
any additional cash payments but will use the funds to purchase Verizon
Communications shares.
The Plan Administrator may sell such shares in your account, as necessary,
to collect any amount due in the event that a payment is returned unpaid.
The Plan Administrator may also collect a fee for each payment returned
unpaid and may sell additional shares in your account to cover this fee.
Total investments cannot exceed $200,000 per calendar year. For purposes of
applying this limit, all deposits (including initial investments, automatic
monthly deductions, and additional investments, but excluding dividend
reinvestment and share deposits) are aggregated.
Please note that you will not be able to instruct the Plan Administrator to
purchase shares at a specific time
10
or at a specific price. Therefore, you will not be able to time precisely
your purchase through the Plan, and you will bear the market risk
associated with fluctuations in the market price of Verizon Communications
shares. That is, if you send in an initial or additional investment or
authorize automatic deductions, it is possible that the market price of
Verizon Communications shares could increase or decrease before the Plan
Administrator purchases shares with your funds. In addition, you will not
earn interest on investments for the period before the shares are
purchased.
----------------------------------------------------
Account Statements |
----------------------------------------------------
The Plan Administrator will send you a statement showing the status of your
account each time you purchase shares, whether by dividend reinvestment,
additional investments or automatic deductions. You may also view your
account information online.
----------------------------------------------------
Share Safekeeping |
----------------------------------------------------
Shares of Verizon Communications purchased under the Plan will be
maintained in your Plan account for safekeeping. Commonly known as
"book-entry" ownership, this method of shareowner registration saves you
the time, cost and inconvenience of having to care for stock certificates
that can be easily damaged, lost or stolen. Once your shares are in
safekeeping, you can conveniently transfer and sell them by contacting the
Plan Administrator.
In addition, whether you participate in the Plan or not, if you own shares
of Verizon Communications and you hold them in certificate form, you may
send them to the Plan Administrator for safekeeping. Shareowners using this
service who are not participating in the Plan will continue to receive
their dividends in cash.
All shareowners that take advantage of this service will receive a detailed
statement each time there is activity in their account. To use the
safekeeping service,
11
send your certificates along with a letter of instruction to the Plan
Administrator. There is no cost to you for this service.
We recommend that you use Registered Mail - return receipt requested -
insured for up to 3% of the market value when sending certificates to the
Plan Adminis-trator. Do not endorse the certificates or complete the
assignment section.
To obtain a stock certificate for a portion of your shares, you may contact
the Plan Administrator. Certificates will be issued for full shares only.
Please allow up to five (5) business days once the Plan Administrator
receives your request to issue the certificate.
----------------------------------------------------
IRA Accounts |
----------------------------------------------------
You may establish an Individual Retirement Account (IRA) consisting of
Verizon Communications shares through the Plan by investing $1,000 or more.
This service has an annual fee. You may obtain more information regarding
IRAs by calling 1-800-472-7428. If you would like to simply request an IRA
enrollment form, you may call the Plan Administrator at 1-800-631-2355.
----------------------------------------------------
Gift or Transfer of Shares |
----------------------------------------------------
To gift or transfer some or all of your Verizon Communications shares to
another person, you will need to call the Plan Administrator to request
"Transfer Instructions." Transfer forms may also be downloaded from the
Internet at www.verizon.equiserve.com. The completed transfer form must be
signed and your signature must be guaranteed by a financial institution
participating in the Medallion Guarantee program. Once your completed
transfer instructions are received, your request will be processed promptly
by the Plan Administrator. You are not charged any fees to gift or transfer
shares under the Plan.
12
----------------------------------------------------
Sales |
----------------------------------------------------
You can sell some or all of the shares you have accumulated in the Plan by
contacting the Plan Administrator. If the dollar value of the sale is
expected to exceed $100,000, you must submit your sale request to the Plan
Administrator in writing by completing and mailing the form attached to
your account statement. You must also submit any sale request within thirty
(30) days of an address change in writing to the Plan Administrator. The
Plan Administrator reserves the right to decline to process a sale if it
determines, in its sole discretion, that supporting legal documentation is
required.
The sales price per share will be the weighted average price per share
received by the Plan Administrator for all sales made that day for Plan
participants and non-participants using the "safekeeping" service, less
brokerage commissions and/or fees. The cash proceeds that you will receive
will be equal to the number of shares sold multiplied by the sales price on
the date of sale, minus a $10.00 sales fee per transaction.
The Plan Administrator will sell shares as soon as practicable, generally
within five (5) business days of receipt of your request. Please note that
the Plan Administrator is not able to accept instructions to sell on a
specific day or at a specific price. If you prefer to have complete control
as to the exact timing and sales prices, you can withdraw the shares that
you wish to sell and sell them through a broker of your own choosing.
Please note that if you choose to sell all of the shares you have
accumulated in the Plan, you will no longer be a participant. See
"Withdrawal from the Plan".
----------------------------------------------------
Withdrawal from the Plan |
----------------------------------------------------
You can withdraw from the Plan and stop reinvesting your dividends at any
time by accessing your account
13
online at www.verizon.equiserve.com. Alternatively, you may contact the
Plan Administrator in writing or by telephone. In your request, you must
instruct the Plan Administrator to terminate your participation by:
> Continuing to hold your full shares in "safekeeping" and selling
any fraction of a share; or,
> Issuing a certificate for the full shares held in the Plan
account and selling any fraction of a share; or
> Selling all shares, including any fraction of a share, held in
your Plan account.
The Plan Administrator will process a proper and complete request for
withdrawal as soon as practicable (typically within five (5) business days
after receipt). In order to be effective for a particular dividend date,
the Plan Administrator should receive your request at least four (4)
business days prior to the dividend payment date. If the request is
received less than four (4) business days prior to the dividend date, your
request will be processed but may not include any additional shares
purchased with reinvested dividends.
Please note that if your Plan account contains less than one share of
Verizon Communications stock, the Plan Administrator is authorized to
terminate your Plan account and mail you a check for the fractional share
amount.
----------------------------------------------------
Adverse Market Conditions |
----------------------------------------------------
In the event of an adverse market condition, such as trading curbs or
market closure, the Plan Administrator will not be able to guarantee the
execution of any purchase or sale transactions according to the terms and
conditions of the Plan.
----------------------------------------------------
Tax Consequences |
----------------------------------------------------
o All the dividends paid to you - whether or not they are reinvested
under the Plan - are considered tax-
14
able income to you in the year they are received. The total amount
will be reported to you and to the Internal Revenue Service (IRS) each
year.
o You will not realize gain or loss for U.S. Federal income tax purposes
upon the transfer of shares to the Plan or the withdrawal of whole
shares from the Plan.
o All shares that are sold through the Plan Administrator will also be
reported to the IRS, as required by law. Any profit or loss you incur
should be reflected when you file your income tax returns.
This summary is not a comprehensive summary of all the tax considerations
that may be relevant to your participation in the Plan. In addition,
special tax considerations may apply to certain participants, such as
non-U.S. persons and those persons participating through an IRA. Be sure to
keep your account statements for income tax purposes. If you have questions
about the tax basis or ramifications of any transaction, please consult
your own tax advisor.
----------------------------------------------------
Voting of Proxies |
----------------------------------------------------
For any shareowner meeting, you will receive a proxy that will cover all
the Verizon Communications shares registered in your name. The proxy allows
you to indicate how you want to vote your shares. We will vote your shares
only as you indicate. If you return a signed and dated proxy card but do
not indicate how the shares are to be voted, however, the shares
represented by your proxy card will be voted as recommended by the Verizon
Communications' Board of Directors.
----------------------------------------------------
Stock Splits and Other Distributions |
----------------------------------------------------
If Verizon Communications declares a stock split or stock dividend, the new
shares of common stock will be added to your account or distributed in the
form of a certificate, at the sole discretion of Verizon Communications.
15
In the event of a stock subscription or other offering of rights to
shareowners, your rights will be based on your registered holdings.
Materials will be distributed that will allow you to exercise your total
rights.
----------------------------------------------------
Changes to the Plan |
----------------------------------------------------
Verizon Communications reserves the right to add to, modify or terminate
the Plan at any time. The Plan Administrator will send you written notice
of any significant changes. No modification or termination will affect your
previously executed transactions. The Plan Administrator also reserves the
right to change any administrative procedures of the Plan or add new and
improved features to the Plan without notifying Plan participants. Visit
www.verizon.equiserve.com to see new Plan features.
----------------------------------------------------
Responsibilities of Verizon Communications |
and the Plan Administrator |
----------------------------------------------------
Neither Verizon Communications nor the Plan Administrator, EquiServe Trust
Company, N.A., will be liable for any act, or for any failure to act, as
long as they have made good faith efforts to carry out the terms of the
Plan, including, without limitation, any claims of liability (a) arising
out of failure to cease reinvestment of dividends for you upon your death
prior to receipt of written notice of death from the appropriate fiduciary,
and (b) with respect to the prices or times at which shares are purchased
or sold for your account, as described in this prospectus and on the forms
that are designed to accompany each investment or activity. Additionally,
neither Verizon Communications nor the Plan Administrator will have any
responsibility for the market value of shares in your Plan account.
16
----------------------------------------------------
Governing Law |
----------------------------------------------------
Delaware law governs the terms and conditions of the Plan, including those
in this document, as well as those that are described in detail on the
enrollment forms and account statements.
----------------------------------------------------
Use of Proceeds |
----------------------------------------------------
The proceeds, if any, from the sale by Verizon Communications of newly
issued and treasury shares offered will be used for general corporate
purposes. We are unable to estimate the aggregate amount of these proceeds.
----------------------------------------------------
Experts |
----------------------------------------------------
The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 2002 and 2001 and for the
three years in the period ended December 31, 2002 included in Verizon
Communications' Annual Report on Form 10-K filed on March 14, 2003, and
incorporated by reference in this prospectus, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report which is also
included therein and incorporated by reference herein. Such consolidated
financial statements are incorporated by reference herein in reliance upon
such report given on the authority of such firm as experts in accounting
and auditing.
----------------------------------------------------
Legal Matters |
----------------------------------------------------
Mr. William P. Barr, Executive Vice President and General Counsel of
Verizon Communications Inc., passed upon the legality of the securities
being offered pursuant to the Plan. As of April 30, 2003, Mr. Barr was the
beneficial owner of approximately 12,359 shares of Verizon Communications
Common Stock and had options to purchase an aggregate of 694,399 shares
within the next 60 days.
17
----------------------------------------------------
Indemnification |
----------------------------------------------------
As permitted by law, directors and officers of Verizon Communications Inc.
are entitled to indemnification under certain circumstances against
liabilities and expenses incurred in connection with legal proceedings in
which they become involved as a result of serving as such director or
officer. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Verizon Communications Inc. pursuant to the foregoing
provisions, Verizon Communications Inc. has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
----------------------------------------------------
Where You Can Find More Information |
----------------------------------------------------
Verizon Communications Inc. files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission (SEC). You may read and copy any reports, proxy statements or
other information we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. You may also access
our SEC filings at the SEC's Internet site (http://www.sec.gov).
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the SEC to register the shares offered under the Plan. As
allowed by SEC rules, this prospectus does not contain all information you
can find in the Registration Statement or the exhibits to the Registration
Statement. The SEC allows us to "incorporate by reference" information into
this
18
prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
prospectus and later information filed with the SEC will update and
supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.
o Annual Report on Form 10-K for the year ended December 31, 2002.
o Quarterly Report on Form 10-Q for the quarter ended March 31,
2003.
o Current Reports on Form 8-K filed January 16, 2003 and July 1,
2003.
o The description of Verizon Communications Inc. Common Stock
contained in the registration statement on Form S-3, File No.
333-67412.
To receive a copy of any documents that we incorporate by reference at no
cost contact us at:
Verizon Communications Inc.
Shareowner Services
1095 Avenue of the Americas, Room 3619
New York, NY 10036
Telephone (212) 395-1525
Internet site: www.verizon.com/investor
You should rely only on the information contained or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date hereof.
19
VZ--DIP2--7/03
o Ticker symbol (NYSE): VZ
o Internet site: http://www.verizon.com/investor
o Plan Administrator:
EquiServe Trust Company, N.A.
Telephone 1-800-631-2355
www.verizon.equiserve.com
[NAIC LOGO OMITTED]
Low-cost
Investment Plan
Participant
[VERIZON LOGO OMITTED]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commission.
1. Registration fee.............................. $ 78,928
2. Cost of printing.............................. 60,000
3. Accounting fees............................... 5,000
4. Miscellaneous................................. 9,072
--------
$153,000
========
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reason to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection with the
defense or settlement of an action or suit if they acted in good faith and in a
manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such adjudication
of liability.
Article 7 of the Verizon Communications Inc. ("Verizon") Restated Certificate of
Incorporation makes mandatory the indemnification expressly authorized under the
DGCL, except that the Restated Certificate of Incorporation only provides for
indemnification in derivative actions, suits or proceedings by a director or
officer if the initiation of such action, suit or proceeding was authorized by
the Board of Directors.
Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of Merger
(the "NYNEX Merger Agreement"), dated as of April 21, 1996 by and between NYNEX
Corporation ("NYNEX") and Bell Atlantic Corporation ("Bell Atlantic"), a
predecessor of Verizon, Bell Atlantic agreed for a period of six years following
the Effective Time (as defined in the NYNEX Merger Agreement) to (a) cause NYNEX
to maintain in effect the provisions regarding indemnification of officers and
directors contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and fiduciary
liability insurance with respect to claims arising prior to the Effective Time,
and (c) indemnify, and cause NYNEX to indemnify, the directors and officers of
Bell Atlantic and NYNEX respectively, to the fullest extent permitted under
their respective certificates of incorporation and bylaws and applicable law. In
addition, Bell Atlantic agreed to unconditionally and irrevocably guarantee for
the benefit of such directors, officers and employees the obligations of NYNEX
under its indemnification arrangements.
Pursuant to Section 7.8 of the Agreement and Plan of Merger (the "GTE Merger
Agreement"), dated as of July 27, 1998, between Bell Atlantic and GTE
Corporation ("GTE"), Bell Atlantic agreed for a period of six years following
the Effective Time (as defined in the GTE Merger Agreement) to (a) cause GTE to
maintain in effect the provisions regarding indemnification of officers and
directors contained in the GTE Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of GTE and its
subsidiaries, (b) maintain in effect and cause GTE to maintain in effect current
policies of directors' and officers' liability insurance and fiduciary liability
insurance with respect to claims arising prior to the Effective Time, and (c)
indemnify, and cause GTE to indemnify, the directors and officers of Bell
Atlantic and GTE respectively, to the fullest extent permitted under their
respective certificates of incorporation and bylaws and applicable law. In
addition, Bell Atlantic agreed to unconditionally and irrevocably guarantee for
the benefit of such directors, officers and employees the obligations of GTE
under its indemnification arrangements.
The Verizon Restated Certificate of Incorporation limits the personal liability
of directors to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by the
DGCL.
The directors and officers of Verizon are insured against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended (the "Act"), which might be incurred by them in such capacities and
against which they cannot be indemnified by Verizon.
Item 16. Exhibits.
See Exhibit Index on Page E-1.
Item 17. Undertakings.
The Registrant hereby undertakes that, for the purpose of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to officers, directors and controlling persons of the Registrant
pursuant to any charter provision, by-law or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by an officer, director or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes:
1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
a) To include any prospectus required by Section 10(a)(3) of the Act;
b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2) That, for the purpose of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of New York, State of New York, on the 2nd day of July,
2003.
VERIZON COMMUNICATIONS INC.
(Registrant)
By: /s/ William F. Heitmann
------------------------------
William F. Heitmann
Senior Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
*
___________________ Director July 2, 2003
James R. Barker
*
___________________ Director July 2, 2003
Richard L. Carrion
*
___________________ Director July 2, 2003
Charles R. Lee
*
___________________ Director July 2, 2003
Sandra O. Moose
*
___________________ Director July 2, 2003
Joseph Neubauer
*
___________________ Director July 2, 2003
Thomas H. O'Brien
*
___________________ Director July 2, 2003
Russell E. Palmer
*
___________________ Director July 2, 2003
Hugh B. Price
SIGNATURE TITLE DATE
*
___________________ Director, President and July 2, 2003
Ivan G. Seidenberg Chief Executive Officer
(principal executive officer)
*
___________________ Director July 2, 2003
Walter V. Shipley
*
___________________ Director July 2, 2003
John R. Stafford
*
___________________ Director July 2, 2003
Robert D. Storey
*
___________________ Executive Vice President and July 2, 2003
Doreen A. Toben Chief Financial Officer
(principal financial officer)
*
___________________ Senior Vice President and July 2, 2003
David H. Benson Controller (principal accounting
officer)
*By: /s/ William F. Heitmann
-----------------------
William F. Heitmann
(as attorney-in-fact)
EXHIBIT INDEX
Exhibit No.
5 Opinion of William P. Barr, Esq., Executive Vice President and General
Counsel of Verizon Communications Inc.
23.1 Consent of Ernst & Young LLP
23.2 Consent of William P. Barr (Included in Exhibit 5).
24 Powers of Attorney.