A Direct Stock Purchase and Share Ownership Plan for Common Stock of Verizon Communications Inc.
Verizon Communications Direct Invest
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 November 3, 2009.
Summary of Important Plan Features
You may contact the Plan Administrator, Computershare Trust Company,N.A., by:
Unless otherwise specified, Plan transactions can be handled via the Internet, by telephone or through the mail. Computershare Trust Company, N.A. is a federally chartered trust institution with Computershare, Inc., a transfer agent registered with the Securities and Exchange Commission, as service agent.
Minimum and Maximum Investment Amounts
Maximum Investment - $200,000 per calendar year
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 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:
If you wish to make your initial investment through automatic monthly deductions, you must agree to continue the deductions until the $250 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.
Other fees may apply - See below
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).
Sale Fees - The fee for each market order sale is $22.50 per transaction, plus an additional per share sale fee described below. The fee for each batch order sale is $12.50 per transaction, plus an additional per share sale fee described below.
Per Share Fees - Currently, a sale fee of $0.07 per share will be deducted from the sales proceeds.A purchase fee of $0.03 per share will be deducted from the purchase amount, 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.
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.
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 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.
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, or sell shares. For market order sales, the time of the sale will be provided.You may also view your account information online.
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, 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 up to 3% 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. 11
You may establish an Individual Retirement Account (IRA) consisting of Verizon Communications shares through the Plan by investing $250 or more. This service has an annual fee.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.
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.computershare.com/verizon. 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.
You can sell some or all of the shares you have accumulated in the Plan by contacting the Plan Administrator. You have two choices when making a sale, depending on how you submit your sale request, as follows:
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. In addition, only the Plan Administrator will select the broker(s) or dealer(s) through or from whom sales are to be made.
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."
You can withdraw from the Plan and stop reinvesting your dividends at any time by accessing your account online at www.computershare.com/verizon. Alternatively, you may contact the Plan Administrator in writing or by telephone. In your request, you must instruct the Plan Administrator to terminate your participation by:
The Plan Administrator will process a proper and complete request for withdrawal as soon as practicable (typically within five (5) business days after receipt). Upon withdrawal from the plan, the Plan Administrator will mail you a check for the amount of any shares or fractional shares sold, less any applicable fees. In order to be effective for a particular dividend date, the Plan Administrator should receive your request prior to the dividend record date. If the request is not received prior to the dividend record date, your request will be processed but may not include any additional shares purchased with reinvested dividends.
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, less any applicable fees.
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.
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 VerizonCommunications' Board of Directors.
If Verizon Communications declares a stock split or stock dividend, the new shares of common stock will be added to your account or distributed in the form of a certificate, at the sole discretion of Verizon Communications.
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.
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.computershare.com/verizon to see new Plan features.
Neither Verizon Communications nor the Plan Administrator, Computershare 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, including, without limitation, any claims of liability (a) arising out of failure to cease reinvestment of dividends for you upon your death prior to receipt of written notice of death from the appropriate fiduciary, and (b) with respect to the prices or times at which shares are purchased or sold for your account, as described in this prospectus and on the forms that are designed to accompany each investment or activity. Additionally,neither Verizon Communications nor the Plan Administrator will have any responsibility for the market value of shares in your Plan account.
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.
The proceeds, if any, from the sale by Verizon Communications of newly issued and treasury shares offered will be used for general corporate purposes.We are unable to estimate the aggregate amount of these proceeds.
The consolidated financial statements of Verizon Communications Inc. (Verizon) for the year ended December 31, 2008 included in the Current Report (Form 8-K) dated November 2, 2009, the effectiveness of Verizon's internal control over financial reporting as of December 31, 2008, and the financial statement schedule of Verizon, included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2008, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included or incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements and financial statement schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
Randal S.Milch, Executive Vice President and General Counsel of Verizon Communications, passed upon the legality of the securities being offered pursuant to the Plan.As of October 15,2009,Mr.Milch beneficially owned 260,504 shares of Verizon Communications common stock, including 252,303 shares that may be acquired (i) pursuant to stock options that are or will become exercisable within 60 days and (ii) pursuant to the conversion of certain stock units under deferred compensation plans.
As permitted by law, directors and officers of Verizon Communications 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 pursuant to the foregoing provisions,Verizon Communications 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.
Verizon Communications 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 100 F. Street, N.E.,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 "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.
To receive a copy of any documents that we incorporate by reference at no cost contact us at:
Verizon Communications Inc.
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.