Form 8-K
29 März 2005 - 9:01AM
UK Regulatory
RNS Number:2379K
Verizon Communications
24 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 23, 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 1.01. Entry into a Material Definitive Agreement.
Attached as an exhibit hereto is a press release dated March 23, 2005 issued by
Verizon Communications Inc. (Verizon) containing information pertaining to the
February 14, 2005 agreement for Verizon's acquisition of MCI, Inc.
Verizon Communications Inc. (Verizon) intends to file a registration statement,
including a proxy statement of MCI, Inc. (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 2005 annual meeting of shareholders, dated March 21, 2005.
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, 2004. 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: a significant change in the timing of, or the
imposition of any government conditions to, the closing of the transaction;
actual and contingent liabilities; and the extent and timing of our ability to
obtain revenue enhancements and cost savings following the transaction.
Additional factors that may affect the future results of Verizon and MCI are set
forth in their respective filings with the Securities and Exchange Commission,
which are available at www.verizon.com/investor and
www.mci.com/about/investor_relations/sec/.
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 23, 2005 /s/ Marianne Drost
Marianne Drost
Senior Vice President, Deputy General
Counsel and Corporate Secretary
EXHIBIT INDEX
Exhibit
Number Description
99 Press release dated March 23, 2005 issued by Verizon
Communications Inc. containing information pertaining to the
February 14, 2005 agreement for Verizon's acquisition of
MCI, Inc.
FOR IMMEDIATE RELEASE Media contact:
March 23, 2005 Peter Thonis
212-395-0500
peter.thonis@verizon.com
Verizon Agrees to Allow MCI Discussions with Qwest Through March 28
NEW YORK - Verizon Communications Inc. (NYSE:VZ) has agreed that MCI, Inc.
(NASDAQ:MCIP) may engage in further discussions with Qwest Communications
International Inc. (NYSE:Q) through March 28, subject to the applicable
provisions of the Feb. 14 agreement for Verizon to acquire MCI. Following is
Verizon's letter:
John W. Diercksen 1095 Avenue of the Americas
Executive Vice President - Strategy, New York, NY 10036
Development & Planning
March 23, 2005
MCI, Inc.
22001 Loudoun County Parkway
Ashburn, Virginia 20147
Ladies and Gentlemen:
You and we are party to the Agreement and Plan of Merger dated as of February
14, 2005 among Verizon Communications Inc., Eli Acquisition, LLC and MCI, Inc.
(as amended as of March 4, 2005, the "Agreement"). Capitalized terms used
without definition in this letter have the meanings ascribed to them in the
Agreement.
Section 6.5(a) of the Agreement provides that you may not furnish information to
or engage in discussions with Persons who make a Takeover Proposal without
making certain specified findings. The purpose of this letter is to reflect our
agreement that prior to March 29, 2005, you and your Representatives may engage
in the activities described in subparagraphs (x) and (y) of Section 6.5(a) of
the Agreement with Qwest Communications International, Inc. or its
Representatives without having made the determinations contemplated by the
proviso immediately following clause (y) thereof. For the avoidance of doubt,
nothing in this letter shall relieve you of the obligation to comply with the
other provisions of the Agreement, including the other provisions of Section
6.5, or prejudice your ability to make any future determination under the above-
referenced proviso.
Please signify your concurrence with the foregoing by signing below.
Sincerely yours,
VERIZON COMMUNICATIONS INC.
John W. Diercksen
Accepted and agreed:
MCI, INC.
Michael Capellas
President and Chief Executive Officer
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 2005 annual meeting of shareholders, dated March 21, 2005.
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, 2004. 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
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