RNS Number:4823J
Verizon Communications
8 March 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 7, 2005
(Date of earliest event reported)
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VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-8606 23-2259884
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1095 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 395-2121
Not applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
x Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
Attached as an exhibit hereto is a press release dated March 7, 2005 issued by
Verizon Communications Inc. (Verizon) containing additional information
pertaining to Verizon's March 4, 2005 dividend declaration and Verizon's
previously announced acquisition agreement with MCI, Inc. (MCI). This
information was presented by Doreen Toben, Executive Vice President and Chief
Financial Officer, during the Raymond James Institutional Investors Conference
on March 7, 2005.
In addition to the information included in the attached press release, Doreen
Toben provided an update on previously described potential dispositions of
access lines. Given the recently announced agreement to acquire MCI, the timing
and size of access line dispositions are being reevaluated. Ms. Toben noted that
any decisions on access line dispositions would be withheld until further
progress in the approval process for the MCI acquisition had been made, and the
size of the dispositions will likely be much smaller than the range of 10
million to 15 million access lines previously considered.
Verizon intends to file a registration statement, including a proxy statement of
MCI, and other materials with the Securities and Exchange Commission (SEC) in
connection with the proposed transaction. We urge investors to read these
documents when they become available because they will contain important
information. Investors will be able to obtain free copies of the registration
statement and proxy statement, as well as other filed documents containing
information about Verizon and MCI, at www.sec.gov, the SEC's website. Investors
may also obtain free copies of these documents at www.verizon.com/investor, or
by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of
the Americas, 36th Floor, New York, NY 10036. Free copies of MCI's filings are
available at www.mci.com/about/investor_relations, or by request to MCI, Inc.,
Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147.
Verizon, MCI, and their respective directors, executive officers, and other
employees may be deemed to be participants in the solicitation of proxies from
MCI shareholders with respect to the proposed transaction. Information about
Verizon's directors and executive officers is available in Verizon's proxy
statement for its 2004 annual meeting of shareholders, dated March 15, 2004.
Information about MCIs directors and executive officers is available in MCI's
annual report on Form 10-K for the year ended December 31, 2003. Additional
information about the interests of potential participants will be included in
the registration statement and proxy statement and other materials filed with
the SEC.
NOTE: This document contains statements about expected future events and
financial results that are forward-looking and subject to risks and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. The following important factors could affect future results
and could cause those results to differ materially from those expressed in the
forward-looking statements: materially adverse changes in economic and industry
conditions and labor matters, including workforce levels and labor negotiations,
and any resulting financial and/or operational impact, in the markets served by
us or by companies in which we have substantial investments; material changes in
available technology; technology substitution; an adverse change in the ratings
afforded our debt securities by nationally accredited ratings organizations; the
final results of federal and state regulatory proceedings concerning our
provision of retail and wholesale services and judicial review of those results;
the effects of competition in our markets; the timing, scope and financial
impacts of our deployment of fiber-to-the-premises broadband technology; the
ability of Verizon Wireless to continue to obtain sufficient spectrum resources;
changes in our accounting assumptions that regulatory agencies, including the
SEC, may require or that result from changes in the accounting rules or their
application, which could result in an impact on earnings; a significant change
in the timing of, or the imposition of any government conditions to, the closing
of our business combination transaction with MCI, Inc.; actual and contingent
liabilities in connection with the MCI transaction; and the extent and timing of
our ability to obtain revenue enhancements and cost savings following the MCI
transaction.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Verizon Communications Inc.
(Registrant)
Date: March 7, 2005 /s/ David H. Benson
David H. Benson
Senior Vice President and Controller
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EXHIBIT INDEX
Exhibit
Number Description
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99 Attached as an exhibit hereto is a press release dated March 7, 2005 issued
by Verizon Communications Inc. (Verizon) containing additional information
pertaining to Verizon's March 4, 2005 dividend declaration and Verizon's
previously announced acquisition agreement with MCI, Inc.
Exhibit 99
NEWS RELEASE
FOR IMMEDIATE RELEASE Media contact:
March 7, 2005 Peter Thonis
212-395-2355
peter.thonis@verizon.com
Verizon CFO Cites Company's Strong Balance Sheet as Factor for Recent Dividend
Increase
Says Customer Reaction to MCI Acquisition Has Been Positive
NEW YORK - The progress made by Verizon Communications Inc. (NYSE:VZ) in
improving its balance sheet put the company in position to increase its
dividend, Verizon CFO Doreen Toben told analysts in Florida today.
On March 4, Verizon's Board of Directors declared a quarterly dividend of 40.5
cents per outstanding share, an increase of 2 cents, or 5.2 percent, from the
previous quarter.
Noting that this was the first dividend increase since 1997 for Verizon and its
predecessor companies, Toben said, "During a time of transformation in our
industry, Verizon has not only provided a stable dividend, but we have also made
steady progress in strengthening our balance sheet. Our strong cash flows have
given us the flexibility to reward shareowners with a dividend increase, even as
we continue to invest in the technologies that will make Verizon more
competitive in the future."
Toben added, "Our board reviews dividend policy annually, and in doing so it
evaluates dividend increases, debt reduction and capital investment to strike
the right balance to increase the value of an investment in Verizon."
Verizon's total debt, which exceeded $63.5 billion in 2001, was reduced to
$39.3 billion by year-end 2004, including a reduction of $6.1 billion last year.
In 2004, Verizon's cash flows from operating activities were $21.8 billion.
Total operating revenues were $71.3 billion, a 5.7 percent increase compared
with 2003.
"One of the areas that gives me confidence in the sustainability of the
performance of our business is Verizon Wireless," Toben said, noting that
wireless revenues grew 23.0 percent, to $27.7 billion, in 2004. Verizon's
wireline operating revenues increased sequentially over the last three quarters
of 2004, contributing to the company's ability "to keep margins relatively
stable as Verizon moves to a more growth-oriented revenue profile," Toben said.
MCI Transaction Discussed
At today's Raymond James Institutional Investors Conference, Toben also noted
that the planned acquisition of MCI Inc. would help Verizon accelerate its
position in the large-business, Enterprise market.
Since the Feb. 14 announcement of Verizon's signed agreement with MCI,
"Enterprise customer feedback has been very positive," Toben said. "With the
combined Verizon-MCI, customers see a provider with a full product suite of
wireline and wireless solutions with long-term staying power and commitment to
the marketplace."
Regarding Verizon's March 2 announcement that it agreed to let MCI and Qwest
Communications International Inc. have further discussions through March 17,
Toben said, "We felt this was the right thing to do for all involved, and we
remain confident that we are the best partner for MCI with the most compelling
value proposition for its shareholders."
Verizon continues the process of obtaining regulatory approval for the
transaction. Filings are planned later today in 16 states and the District of
Columbia; filings have already been made in New York, New Jersey and
Connecticut. Verizon has also begun the approval process at the Department of
Justice, and Toben said the Federal Communications Commission application will
be filed soon.
As previously announced, Verizon and MCI expect to complete all state and
federal regulatory approvals in about a year.
With more than $71 billion in annual revenues, Verizon Communications Inc.
(NYSE:VZ) is one of the world's leading providers of communications services.
Verizon has a diverse work force of more than 210,000 in four business units:
Domestic Telecom serves customers based in 29 states with wireline
telecommunications services, including broadband, nationwide long-distance and
other services. Verizon Wireless owns and operates the nation's most reliable
wireless network, serving 43.8 million voice and data customers across the
United States. Information Services operates directory publishing businesses and
provides electronic commerce services. International includes wireline and
wireless operations and investments, primarily in the Americas and Europe. For
more information, visit www.verizon.com.
####
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and
biographies, media contacts, high quality video and images, and other
information are available at Verizon's News Center on the World Wide Web at
www.verizon.com/news. To receive news releases by e-mail, visit the News Center
and register for customized automatic delivery of Verizon news releases.
NOTE: This press release contains statements about expected future events and
financial results that are forward-looking and subject to risks and
uncertainties. For those statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. The following important factors could affect future results
and could cause those results to differ materially from those expressed in the
forward-looking statements: materially adverse changes in economic and industry
conditions and labor matters, including workforce levels and labor negotiations,
and any resulting financial and/or operational impact, in the markets served by
us or by companies in which we have substantial investments; material changes in
available technology; technology substitution; an adverse change in the ratings
afforded our debt securities by nationally accredited ratings organizations; the
final results of federal and state regulatory proceedings concerning our
provision of retail and wholesale services and judicial review of those results;
the effects of competition in our markets; the timing, scope and financial
impacts of our deployment of fiber-to-the-premises broadband technology; the
ability of Verizon Wireless to continue to obtain sufficient spectrum resources;
changes in our accounting assumptions that regulatory agencies, including the
SEC, may require or that result from changes in the accounting rules or their
application, which could result in an impact on earnings; a significant change
in the timing of, or the imposition of any government conditions to, the closing
of our business combination transaction with MCI, Inc.; actual and contingent
liabilities in connection with the MCI transaction; and the extent and timing of
our ability to obtain revenue enhancements and cost savings following the MCI
transaction.
Verizon intends to file a registration statement, including a proxy statement of
MCI, and other materials with the Securities and Exchange Commission ("SEC") in
connection with the proposed transaction. We urge investors to read these
documents when they become available because they will contain important
information. Investors will be able to obtain free copies of the registration
statement and proxy statement, as well as other filed documents containing
information about Verizon and MCI, at www.sec.gov, the SEC's website. Investors
may also obtain free copies of these documents at www.verizon.com/investor, or
by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of
the Americas, 36th Floor, New York, NY 10036. Free copies of MCI''s filings are
available at www.mci.com/about/investor_relations, or by request to MCI, Inc.,
Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147.
Verizon, MCI, and their respective directors, executive officers, and other
employees may be deemed to be participants in the solicitation of proxies from
MCI shareowners with respect to the proposed transaction. Information about
Verizon's directors and executive officers is available in Verizon's proxy
statement for its 2004 annual meeting of shareholders, dated March 15, 2004.
Information about MCI's directors and executive officers is available in MCI's
annual report on Form 10-K for the year ended December 31, 2003. Additional
information about the interests of potential participants will be included in
the registration statement and proxy statement and other materials filed with
the SEC.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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