-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KL0YMUdsitI9zLu7EHzQOv9dgTRPEdnMVQPJQpqVTUpRTPpjGXN0HdwN0RLIw/zZ s14iJMvaSei39G2i56QF3A== 0000950134-01-501324.txt : 20010510 0000950134-01-501324.hdr.sgml : 20010510 ACCESSION NUMBER: 0000950134-01-501324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010509 ITEM INFORMATION: FILED AS OF DATE: 20010509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08606 FILM NUMBER: 1626702 BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1717 ARCH ST 47TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 8-K 1 d86872e8-k.txt FORM 8-K 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 9, 2001 (Date of earliest event reported) VERIZON COMMUNICATIONS INC. (Exact name of registrant as specified in its charter) Delaware 1-8606 23-2259884 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer 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) ================================================================================ 2 Item 7. Financial Statements and Exhibits. (c) Exhibits. 12 Computation of Ratio of Earnings to Fixed Charges. 99 Press release, dated May 9, 2001, issued by Verizon Communications Inc. 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: May 9, 2001 /s/ Lawrence R. Whitman --------------------- ------------------------------------ Lawrence R. Whitman Senior Vice President and Controller 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 12 Computation of Ratio of Earnings to Fixed Charges. 99 Press release, dated May 9, 2001, issued by Verizon Communications Inc.
EX-12 2 d86872ex12.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Verizon Communications Inc. and Subsidiaries
(Dollars in Millions) THREE MONTHS ENDED MARCH 31, 2001 - --------------------- ---------------------------------- Income before provision for income taxes, extraordinary item and cumulative effect of change in accounting principle $ 2,758 Minority interest 98 Equity in income from unconsolidated businesses (216) Dividends from unconsolidated businesses 16 Interest expense 921 Portion of rent expense representing interest 103 Amortization of capitalized interest 16 ------- Income, as adjusted $ 3,696 ======= Fixed charges: Interest expense $ 921 Portion of rent expense representing interest 103 Capitalized interest 84 Preferred stock dividend requirement 3 ------- Fixed charges $ 1,111 ======= Ratio of earnings to fixed charges 3.33 =======
EX-99 3 d86872ex99.txt PRESS RELEASE 1 EXHIBIT 99 NEWS RELEASE [Verizon Logo] FOR IMMEDIATE RELEASE CONTACT: MAY 9, 2001 DAVID FRAIL 212-395-7726 DAVID.FRAIL@VERIZON.COM VERIZON PRICES OFFERING OF SENIOR ZERO-COUPON CONVERTIBLE NOTES NEW YORK - Verizon Communications Inc. (NYSE:VZ) announced today that it has agreed to sell zero-coupon convertible notes due 2021 through its financing subsidiary, Verizon Global Funding, in a private offering resulting in gross proceeds of approximately $3 billion. The initial purchasers will also have a 30-day option to purchase up to an additional $450 million of notes to cover over-allotments. The notes will be convertible into shares of Verizon common stock at an initial price of $69.50 per share if the closing price of Verizon common stock on the New York Stock Exchange exceeds specified levels or in certain other circumstances. The conversion price increases by 3 percent a year, resulting in a conversion price of $75.99 per share in the third year, when holders may first put the notes, and $80.66 per share in the fifth year, when Verizon may call the notes. Noteholders may also put the notes to Verizon in the fifth, 10th and 15th years. The initial conversion price represents a 25 percent premium over the May 8, 2001 closing price of $55.60 per share. At the initial conversion, each $1,000 principal amount of notes will be convertible into 7.9318 shares of Verizon common stock. There are no scheduled cash interest payments associated with the notes. The purpose of the offering is to obtain low-cost funds for general corporate purposes. 2 Verizon News Release, Page 2 This news release does not constitute an offer to sell or the solicitation of an offer to buy securities. The offering is being made only to qualified institutional buyers. The convertible securities and the shares of common stock issuable upon conversion of the convertible securities have not been registered under the United States or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Verizon Communications (NYSE:VZ) is one of the world's leading providers of communications services. Verizon companies are the largest providers of wireline and wireless communications in the United States, with 112 million access line equivalents and 27 million wireless customers. Verizon is also the largest directory publisher in the world. A Fortune 10 company with approximately 260,000 employees and more than $65 billion in annual revenues, Verizon's global presence extends to 40 countries in the Americas, Europe, Asia and the Pacific. For more information on Verizon, visit www.verizon.com. #### ON THE INTERNET: Verizon news releases, executive speeches and biographies, news media contacts and other information are available at Verizon's News Center on the World Wide Web (www.verizon.com/news). To receive news releases by email, visit the News Center and register for personalized automatic delivery of Verizon news releases. -----END PRIVACY-ENHANCED MESSAGE-----