RNS Number:9521G
Verizon Communications
3 January 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: December 23, 2004 

                   (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                                                10036 
New York, New York
(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: 

 

 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. 

As disclosed in prior Verizon Communications Inc. (Verizon) proxy statements,
Messrs. Seidenberg, Babbio and Barr waived their rights to receive certain
deferred previously earned bonus payments in exchange for Verizon's entering
into split-dollar insurance arrangements for their benefit. The deferred bonus
payments waived by Messrs. Seidenberg, Babbio and Barr pursuant to these
arrangements were $3.8 million, $2.0 million and $500,000, respectively. These
amounts were included in the summary compensation table in Verizon's proxy
statements. Under these arrangements, the insurance premiums paid by Verizon
would ultimately be returned to Verizon. The present value after-tax costs of
these arrangements to Verizon were designed to be equivalent to the after-tax
costs to Verizon of these waived deferred compensation obligations. Thus, the
arrangements were cost neutral to Verizon at the time they were entered into. 

As a result of provisions in the Sarbanes-Oxley Act of 2002, Verizon suspended
premium payments to these split-dollar insurance policies as of July 2002. To
date, the Securities and Exchange Commission has not provided any guidance as to
whether the provisions in the Sarbanes-Oxley Act of 2002 apply to these types of
arrangements. Accordingly, today Verizon determined that it will not make any
additional premium payments to these split-dollar policies. The amounts
previously waived by Messrs. Seidenberg, Babbio and Barr (plus an amount that
would have accrued in a market-based investment account since the date the
amounts were waived) will be returned to their respective individual deferral
accounts under the Verizon Income Deferral Plan. The amounts to be restored to
Messrs. Seidenberg, Babbio and Barr's deferral accounts are approximately $5.1
million, $2.4 million and $605,000, respectively. The policies will remain the
property of Messrs. Seidenberg, Babbio and Barr at a reduced benefit level until
such time as they are cancelled or terminated. Verizon expects to eventually
recover all of the insurance premiums previously paid towards the policies. 



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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: December 23, 2004                     /s/ David H. Benson

                                            ---------------------------
                                            David H. Benson 
                                            Senior Vice President and Controller 



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