[VERIZON LOGO OMITTED]
A Direct Stock Purchase and Share
Ownership Plan for Common Stock
of Verizon Communications Inc.
Verizon
Communications
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Direct |
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Invest
[checkmark] Purchase Verizon Communications shares conveniently.
[checkmark] Build your ownership systematically by reinvesting
dividends and by making additional investments.
[checkmark] Access your account online to review and manage your
investment.
[checkmark] Protect your Verizon Communications stock certificates
by turning them in for share safekeeping at no cost.
[checkmark] 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 April 4, 2002.
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Summary of Important Plan Features |
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[ARROW] Registered Shareowners - If you are a registered Verizon
Communications shareowner, you may enroll in the Plan immediately.
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[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.
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[ARROW] Dividend Reinvestment - Dividends on all or a portion of your Plan
shares will be automatically reinvested in Verizon Communications
common shares.
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[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.
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[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.
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[ARROW] Periodic Statements - Each time you invest, you will receive a
statement that will show you the status of your account.
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[ARROW] Participant Fees - You will pay certain fees in connection with the
Plan. These fees are described further in this prospectus.
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Table of Contents |
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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 16
Use of Proceeds 16
Experts 17
Legal Matters 17
Indemnification 18
Where You Can Find More Information 18
3
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Administration and Contact Information
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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.
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Who Can Join |
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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
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Minimum Initial Investment
Registered Shareowners: $0
New Investors: $1,000
Automatic Deduction:
$100 per month for ten (10) consecutive months
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Minimum Additional Investment
Cash and One-time Online Deduction:
$50 per payment
Automatic Deduction:
$50 per month
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Maximum Investment - $200,000 per calendar year
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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 three (3) business days 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
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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 or money order for a minimum investment of
$1,000. Please make sure your check or money order 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.
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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.
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Participant Fees |
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One-time Account Setup Fee - $5.00
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Investment Fees
Dividend Reinvestment 5% of Amount Invested
($1.00 Min./$2.00 Max.)
Additional Investments - Per Transaction
Via check or money order $2.50
Via Internet: one-time purchase $2.50
Via automatic monthly deduction $1.00
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Sale Fee $10.00 per sale
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Brokerage Commissions and/or Fees
On Sales $0.07 per share
On Purchases $0.03 per share
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IRA Fee $35.00 per year
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Other fees may apply - See below
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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).
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Additional Investments - If you send a check or money order 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 - 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.
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How Shares are Purchased and Priced
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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 five (5) business
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.
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Investment Methods and Timing |
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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 or money order at least two (2) business days prior
to an investment date in order
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to purchase shares on such date. All funds, whether by check, money order,
or automatic deduction from your bank account, must be payable in U.S.
funds, and drawn on an U.S. bank. Checks and money orders should be made
payable to "EquiServe - Verizon". Cash 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
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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.
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Account Statements |
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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.
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Share Safekeeping |
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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,
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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 2% of the market value when sending certificates to the Plan Administrator.
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.
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IRA Accounts |
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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 a flat fee of $35 per year. 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.
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Gift or Transfer of Shares |
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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.
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Sales |
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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 $50,000, you must submit your sale request to the Plan Administrator
in writing by completing and mailing the form attached to your account
statement. In addition, 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".
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Withdrawal from the Plan |
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You can withdraw from the Plan and stop reinvesting your dividends at any time
by contacting the Plan
13
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 eight (8) business days prior to the
dividend payment date. If the request is received less than eight (8) business
days prior to the dividend date, your request may not be processed until after
the dividend reinvestment period.
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.
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Adverse Market Conditions |
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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.
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Tax Consequences |
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o All the dividends paid to you - whether or not they are reinvested under
the Plan - are considered taxable income to you in the year they are
received. The total amount will be reported to you and to the
14
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.
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Voting of Proxies |
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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.
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Stock Splits and Other Distributions |
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If Verizon Communications declares a stock split or stock dividend, the new
shares will be added to your account or distributed in the form of a
certificate, at the sole discretion of Verizon Communications.
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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.
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Changes to the Plan |
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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.
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Responsibilities of Verizon Communications |
and the Plan Administrator |
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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, as
described in this prospectus and on the forms that are designed to accompany
each investment or activity.
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Governing Law |
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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.
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Use of Proceeds |
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The proceeds, if any, from the sale by Verizon Communications of newly issued
and treasury shares offered will be
16
used for general corporate purposes. We are unable to estimate the aggregate
amount of these proceeds.
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Experts |
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The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 2001 and 2000 and for the year
then ended, included in Verizon Communications' Annual Report on Form 10-K filed
on March 20, 2002, 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.
The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 1999 and for the year ended
December 31, 1999, included in Verizon Communications' Annual Report on Form
10-K filed on March 20, 2002, and incorporated by reference in this prospectus,
have been audited by PricewaterhouseCoopers LLP, independent accountants, other
than the financial statements of GTE Corporation (a wholly owned subsidiary of
Verizon Communications) which were audited by Arthur Andersen, LLP, independent
public accountants, as set forth in their reports which are 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.
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Legal Matters |
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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 February 28, 2002, Mr. Barr was the
17
beneficial owner of approximately 11,997 shares of Verizon Communications Common
Stock and had options to purchase an aggregate of 534,810 shares within the next
60 days.
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Indemnification |
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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.
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Where You Can Find More Information |
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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
18
"incorporate by reference" information into this 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, 2001.
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--4/02
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
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