-----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, WkL06+u8djJl1apysdOd+wCTsw/Cs2sR9zf85T37zQyYQUgkSjPJLClw/iJzj4Ow J239MRZLJU8I79c8RUzj7w== 0001138370-02-000010.txt : 20020415 0001138370-02-000010.hdr.sgml : 20020415 ACCESSION NUMBER: 0001138370-02-000010 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020315 SUBJECT COMPANY: 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08606 FILM NUMBER: 02575560 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATION OF BELLTELL RETIREES CENTRAL INDEX KEY: 0001138370 IRS NUMBER: 113311185 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: PO BOX 33 CITY: COLD SPRINGS HARBOR STATE: NY ZIP: 11724 BUSINESS PHONE: 6313673067 MAIL ADDRESS: STREET 1: PO BOX 33 CITY: COLD SPRINGS HARBOR STATE: NY ZIP: 11724 DFAN14A 1 correctionltr.txt SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ x ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ X ] Soliciting Material Pursuant to (S) 240.14a-12 VERIZON COMMUNICATIONS, INC. - ----------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ASSOCIATION OF BELLTEL RETIREES, C. WILLIAM JONES, MICHAEL S. MICHAEL S. KUCKLINCA, EILEEN T. LAWRENCE, JOHN SELLEN, JOHN M. BRENNAN, JAMES E. CASEY, JR., LOUIA MIANO, JOHN A. PARENTE, ROBERT E. REHM AND JOSEPH A. RISTUCCIA - ----------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:________________________________________________________ (2) Aggregate number of securities to which transaction applies:________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):____________________________________________________ (4) Proposed maximum aggregate value of transaction:______ (5) Total fee paid:_______________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid:_______________________________ (2) Form, Schedule or Registration Statement No.:_________ (3) Filing Party:_________________________________________ (4) Date Filed:___________________________________________ Association of BellTel Retirees, Inc. Post Office Box 33 Cold Spring Harbor, New York 11724 (logo) _________________________________________________________________ Phone: (631) 367-3067 Web Site: www.belltelretirees.org Fax: (631) 367-1190 E-mail: association@belltelretirees.org March 2002 Board of Directors C. William Jones IMPORTANT NOTICE TO ASSOCIATION MEMBERS President WHO OWN VERIZON STOCK (410) 770-9485 Michael S. Kucklinca Executive Vice President (516) 741-2424 Dear Member: Eileen T. Lawrence Treasurer This announcement is a legally required (718) 229-6078 notice that should be read carefully by Association members who plan to vote John Sellen their Verizon stock at next month's Secretary annual shareholder meeting. This notice (201) 261-1454 is for informational purposes and does not require a response or further action John M. Brennan by you as an Association member. Director - BA South (201) 666-8174 Our Spring 2002 newsletter advised you that the Verizon annual meeting will be James E. Casey, Jr. on April 24 this year, and we urged you Vice President - to vote "yes" on three proposals being Information Systems sponsored by Association members, which (540) 439-9568 deal with director independence, golden parachutes and performance-based pay for Louis Miano executives. Vice President - Public Relations (781) 444-8080 In an article entitled "Retirees Making Headway in Proxy Proposals," we urged John A. Parente you to let the Association cast your Vice-President - ballot at the annual meeting in one of Membership Dev. two ways: (518) 372-0526 OPTION 1: Sign and date the proxy Robert A. Rehm card you get from Verizon, mail the Vice President - card to the Association at the Finance address shown above, and let us vote (516) 827-0801 for you on all proposals. Joseph A. Ristuccia OPTION 2: Mark your proxy card "for" Vice President the three proposals, vote on other Government Relations matters as you choose, and send your (631) 765-1111 signed and dated ballot to us at the address shown above. THIS ANNOUNCEMENT IS TO ADVISE YOU NOT TO USE OPTION 1. The Association has been advised that federal securities law would require us to prepare detailed proxy materials, at considerable expense, in order to offer Option 1. If you want the Association to present your vote at the annual meeting, you MUST mark your ballot on each item you wish to vote, sign and date it, and then send it to us, as in Option 2. In addition, several items in the newsletter about the upcoming meeting require clarification: - The article by Rep. Bernie Sanders (p. 1) referred to the compensation levels of Verizon's co-CEOs as representing "a betrayal of shareholder trust." In presenting this opinion, the newsletter did not intend to convey the implication that the compensation levels in question constituted an unlawful breach of fiduciary duty to shareholders. - The article on independent directors (p. 6) cited the fact that 89% of Verizon's fellow S&P 500 companies have a majority of independent directors on their boards and urged Verizon to "bring itself up to the standards of other corporations." The only "standard" to which the article intended to refer is the independence standard discussed in the text. - The article on pension credits (p. 7) states that "Verizon executives are wrongly earning record high bonuses partially as a result of profits arising from the $55 billion retiree pension fund." The word "wrongly" was not intended to imply unlawful activity, but the Association's belief, as a matter of sound governance policy, that executive pay should be more closely tied to performance. - These three articles also cite various public sources. The article should have stated in each instance that permission to quote these sources had been neither sought nor obtained. - The newsletter should also have made it clear that the Association, its officers and directors were the participants in the solicitation of proxies discussed in the newsletter and disclosed their individual holdings of Verizon stock. The individual share holdings are as follows: Association of BellTel Retirees (214); C. William Jones (115); Michael S. Kucklinca (288); Eileen T. Lawrence (17); John Sellen (1350); John M. Brennan (0); James E. Casey, Jr. (45); Louis Miano (0); John A. Parente (7514); Robert A. Rehm (4276) and Joseph A. Ristuccia (663). Thank you for your continued support of the Association. Sincerely, The Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----