8-K

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 13, 2009

(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 incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

140 West Street New York, New York	10007
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

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))

Item 1.01. Entry into a Material Definitive Agreement.

On May 13, 2009, Verizon Communications Inc. (“Verizon”), New Communications Holdings Inc., a wholly-owned subsidiary of Verizon (“Spinco”), and Frontier Communications Corporation (“Frontier”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) and Verizon and Spinco entered into a Distribution Agreement (together with the Merger Agreement, the “Agreements”) pursuant to which, following a series of transactions, Frontier will become the owner of Verizon’s local exchange and related business assets in predominantly rural areas in 14 states.

The assets are located in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin, and also include a small number of exchanges in California, including those bordering Arizona, Nevada and Oregon (collectively, the “West Area”). The transaction includes Verizon’s switched and special access lines in the West Area, as well as its fiber-to-the-premises assets, Internet service, and long-distance voice accounts that Verizon served in the West Area before the 2006 merger with MCI, Inc. (collectively, the “Transferred Assets”).

As of December 31, 2008, Verizon’s properties in the West Area served approximately 4.8 million local access lines; approximately 2.2 million long-distance customers; approximately 1.0 million high-speed data customers, including approximately 110,000 FiOS Internet customers; and approximately 69,000 FiOS TV customers. The transaction does not include the services, offerings or assets of Verizon Wireless, Verizon Business (former MCI, Inc.), Federal Network Systems LLC, Verizon Network Integration Corp., Verizon Global Networks Inc., Verizon Federal Inc. or any other Verizon businesses in the West Area. Verizon Business is retaining contracts with its customers in these states and will purchase local exchange services from Frontier in order to serve these customers.

Subject to the terms and conditions of the Agreements, Verizon will transfer the Transferred Assets to entities owned by Spinco. Spinco will incur newly issued debt, and will then be spun off to Verizon’s stockholders and immediately merged with and into Frontier. When the merger is completed, the companies conducting the West Area telephone and related business operations will be subsidiaries of Frontier, and approximately 11,000 current Verizon employees whose primary jobs are to support the Transferred Assets will continue as employees of the transferred business.

Upon the closing of the merger, assuming a Frontier stock price of $7.75 per share and no closing adjustments, Verizon stockholders will receive one share of Frontier stock for approximately every 4.2 shares of Verizon stock held as of the record date and will own approximately 68 percent of Frontier, and current Frontier stockholders will own approximately 32 percent. Verizon will not own any shares in Frontier after the merger. The number of Frontier shares to be received by Verizon stockholders is subject to a collar mechanism and certain other possible closing adjustments. The exchange ratio will only be definitively established immediately prior to the closing and will be determined based upon the trading price of Frontier common stock during a pre-closing measuring period and based upon the total number of Verizon shares outstanding at that time. Both the spin-off and merger are expected to qualify as tax-free transactions, except to the extent that cash is paid to Verizon stockholders in lieu of fractional shares.

The total value to be received by Verizon and its stockholders in exchange for these operations will be approximately $8.6 billion. Verizon stockholders will receive approximately $5.3 billion of Frontier common stock in the merger, assuming current share prices and no closing adjustments. Verizon will receive approximately $3.3 billion in value through a combination of cash distributions to Verizon, debt securities issued to Verizon prior to the spin-off and assumption of certain debt previously issued by Verizon’s telephone company subsidiaries. Verizon may exchange these newly issued debt securities for certain debt that was previously issued by Verizon, which would have the effect of reducing Verizon’s then-outstanding debt on its balance sheet.

Consummation of the transactions contemplated in the Agreements is subject to customary closing conditions, including: (i) approval by Frontier’s stockholders; (ii) transfer of the Transferred Assets into Spinco; (iii) expiration or termination of the applicable Hart-Scott-Rodino waiting period and receipt of Federal Communications Commission, state commission and certain other regulatory approvals; (iv) absence of any law or order prohibiting the consummation of the transactions; (v) the obtaining of financing by Frontier consistent with certain terms, (vi) subject to certain exceptions, the accuracy of representations and warranties; and (vii) absence of a material adverse effect on Frontier or Spinco or their respective businesses.

The Merger Agreement contains certain termination rights for each party and further provides that, upon termination of the Merger Agreement under specified circumstances, Frontier may be required to pay Verizon a termination fee of $80 million.

Item 7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 hereto is a press release dated May 13, 2009 issued by Verizon Communications Inc. announcing the execution of the Agreements referred to in Item 1.01 of this Report. Attached as Exhibit 99.2 hereto are slides from a presentation to be given to investors by Ivan G. Seidenberg, Verizon’s Chairman and Chief Executive Officer, and John F. Killian, Verizon’s Executive Vice President and Chief Financial Officer, on May 13, 2009.

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

NOTE: This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the effects of adverse conditions in the U.S. and international economies; the effects of competition in our markets; materially adverse changes in labor matters, including workforce levels and labor negotiations, and any resulting financial and/or operational impact, in the markets served by us or by companies in which we have substantial investments; the effect of material changes in available technology; any disruption of our suppliers’ provisioning of critical products or services; significant increases in benefit plan costs or lower investment returns on plan assets; the impact of natural or man-made disasters or existing or future litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing; any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; changes in our accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; our ability to successfully integrate Alltel Corporation into Verizon Wireless’s business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Verizon Communications Inc. Press Release, dated May 13, 2009
99.2	Slides to be used in Investor Presentation on May 13, 2009

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 13, 2009	/s/ Marianne Drost
	Marianne Drost
	Senior Vice President, Deputy General         Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Verizon Communications Inc. Press Release, dated May 13, 2009
99.2	Slides to be used in Investor Presentation on May 13, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE May 13, 2009 Media contacts: Peter Thonis 212-395-2355 peter.thonis@verizon.com   Eric Rabe 908-559-3500 eric.rabe@verizon.com

Verizon to Divest Wireline Businesses in 14 States

Significant Benefits to Verizon Shareholders

Frontier to Provide Seamless Transition for Customers and Employees,

and Target Increased Broadband Penetration

NEW YORK – In a move that will further accelerate the company’s focus on wireless, broadband and global IP, Verizon Communications Inc. (NYSE:VZ) today announced plans to divest its local wireline operations serving residential and small-business customers in predominantly rural areas in 14 states and that these operations will be acquired by Frontier Communications (NYSE:FTR).

The transaction is expected to strengthen Frontier’s position as a premier rural communications provider and return a total value of $8.6 billion to Verizon and its shareholders, as Verizon continues to transform its growth profile and asset base around the fastest-growing

Verizon News Release, Page 2

parts of its business: wireless, fiber-based wireline (FiOS) and global IP (Internet protocol) networks.

(NOTE: Today at noon Eastern time, Verizon will hold a conference call/webcast for investors and analysts about this transaction. See details later in this release.)

Ivan Seidenberg, chairman and chief executive officer of Verizon, said: “We expect that this transaction will benefit customers, employees and shareholders. Customers can count on continued high levels of service and innovation from Frontier, which will bring its laser focus on the needs of rural customers to these operations. Plus, Verizon and Frontier will work to ensure that the employees in these states, who have performed outstanding work for our customers for many years, will have a smooth transition of their employment to Frontier.”

Seidenberg added: “This transaction is an attractive way to add value through a special distribution to our shareholders. Longer term, this transaction is part of our multiyear effort to transform our growth profile and asset base to focus on wireless, FiOS fiber-optic services and other broadband development, and global IP. All of Verizon’s remaining local landline operations have high concentrations of FiOS in more densely populated markets. We believe our focus on reshaping our asset base will drive higher growth over time and improve long-term returns.”

Frontier, based in Stamford, Conn., has a highly successful track record of acquiring, operating and investing in rural telecommunications properties, including landline assets purchased from Verizon between 1993 and 2000. Frontier currently has approximately 2.3 million access lines in 24 states, providing an array of services, including local and long-distance voice, broadband data, and video.

Verizon News Release, Page 3

Maggie Wilderotter, Frontier’s chairman and chief executive officer, said: “This is a truly transformational transaction for Frontier. With more than 7 million access lines in 27 states, we will be the largest provider of voice, broadband and video services focused on rural to smaller city markets in the United States. Frontier is committed to providing our customers with state-of-art technology and innovative products. We are confident that we can dramatically accelerate the penetration of broadband in these new markets. We know that broadband is a catalyst for a healthy local economy and job growth.”

Details of the Acquired Operations

The operations Frontier will acquire include all of Verizon’s local wireline operating territories in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin. In addition, the transaction will include a small number of Verizon’s exchanges in California, including those bordering Arizona, Nevada and Oregon.

As of year-end 2008, these operations served approximately 4.8 million local access lines; 2.2 million long-distance customers; 1.0 million high-speed data customers, including approximately 110,000 FiOS Internet customers; and 69,000 FiOS TV customers.

Approximately 11,000 Verizon company employees -- those who primarily support the local phone business that is being acquired -- will continue employment with Frontier after the merger.

Frontier and Verizon will provide a smooth transition for these employees. Frontier will honor the union labor agreements in the 14 states and expects to work constructively with union leaders.

Verizon News Release, Page 4

A Verizon transition team will work with Frontier in the coming months to ensure customer accounts, billing information and other assets from the operations will be successfully transferred to Frontier and that the transition is seamless for customers and employees.

The companies seek to complete the transaction in approximately 12 months. It requires approval from Frontier shareholders, certain regulatory approvals and satisfaction of other customary closing conditions, including the obtaining of financing.

The transaction includes Verizon’s switched and special access lines in the affected areas, as well as its Internet service and long-distance voice accounts. Also included are fiber-to-the-premises (FTTP) assets deployed by Verizon in 41 local franchises and the state of Indiana, which pass approximately 600,000 homes and small businesses. Frontier will continue to provide video services in these areas after the completion of the merger.

The transaction does not include the services, offerings or assets of Verizon Wireless, Verizon Business (former MCI Inc.), Federal Network Systems LLC, Verizon Network Integration Corp., Verizon Global Networks Inc., Verizon Federal Inc. or any other Verizon businesses in these states. Verizon Business is retaining contracts with its customers in these states and will purchase local exchange services from Frontier in order to serve these customers.

As of the end of the first quarter, Verizon had approximately 35.2 million wireline access lines in 25 states and the District of Columbia. This includes Verizon’s wireline operations in jurisdictions that will not be part of the transaction: Connecticut, Delaware, District of Columbia, Florida, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Rhode Island, Texas and Virginia, plus most of California.

Verizon News Release, Page 5

Transaction Details, Tax-Free Distribution

The acquired operations will be spun off in a new entity, which will be immediately merged into Frontier. Verizon shareholders will receive approximately $5.3 billion of Frontier common stock in the merger, subject to a collar mechanism and certain other possible closing adjustments provided for in the merger agreement. Verizon will receive approximately $3.3 billion in value through a combination of cash distributions to Verizon, debt securities issued to Verizon prior to the spinoff and assumption of certain debt previously issued by Verizon’s telephone company subsidiaries. Verizon may exchange the newly issued debt securities for certain debt that was previously issued by Verizon, which would reduce the amount of outstanding debt on Verizon’s balance sheet.

Based on the midpoint of the collar, and assuming no closing adjustments, Verizon shareholders will own approximately 68 percent of the new company, and Frontier shareholders will own approximately 32 percent, with Verizon shareholders receiving one share of Frontier stock for approximately every 4.2 shares of Verizon stock held as of the record date. The exact distribution ratio will be determined based on the number of shares of Verizon common stock outstanding on the record date for the spinoff and the average price of Frontier common stock (subject to the collar mechanism) for a 30-day measurement period ending shortly before the closing of the merger.

The collar provides that the number of Frontier shares delivered to Verizon shareholders will vary to compensate for changes in the price of Frontier shares (i.e. to assure delivery of a fixed aggregate value) to the extent the 30-day average Frontier share price described above varies between $7.00 and $8.50.

Verizon News Release, Page 6

Both the spinoff and merger are expected to qualify as tax-free transactions, except to the extent that cash is paid to Verizon shareholders in lieu of fractional shares. Verizon Communications will not own any shares in Frontier after the merger.

Barclays Capital Inc. and JP Morgan Securities Inc. advised Verizon in the transaction.

Verizon Conference Call Today

At noon Eastern time today, Verizon executives will hold a conference call for investors and analysts to discuss further details of this transaction. There will also be a live webcast of the call on Verizon’s Investor Relations Web site, www.verizon.com/investor, where presentation materials will be posted. Dial-in numbers are 888-790-6031 for domestic callers, and 773-799-3673 for international callers; the passcode is “Verizon.”

A digital recording of the call will be available beginning at 2 p.m. today and will continue for one week, accessible by calling 800-677-1310 (domestic) or 203-369-3644 (international).

Verizon Communications Inc. (NYSE:VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to mass market, business, government and wholesale customers. Verizon Wireless operates America’s most reliable wireless network, serving more than 86 million customers nationwide. Verizon’s Wireline operations provide converged communications, information and entertainment services over the nation’s most advanced fiber-optic network. Wireline also includes Verizon Business, which delivers innovative and seamless business solutions to customers around the world. A Dow 30 company, Verizon employs a diverse workforce of more than 237,000 and last year generated consolidated operating revenues of more than $97 billion. For more information, visit www.verizon.com.

####

VERIZON’S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts, high-quality video and images, and other information are available at Verizon’s News Center on the World Wide Web at www.verizon.com/news. To receive news releases by e-mail, visit the News Center and register for customized automatic delivery of Verizon news releases.

Verizon News Release, Page 7

NOTE: This news release contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: the effects of adverse conditions in the U.S. and international economies; the effects of competition in our markets; materially adverse changes in labor matters, including workforce levels and labor negotiations, and any resulting financial and/or operational impact, in the markets served by us or by companies in which we have substantial investments; the effect of material changes in available technology; any disruption of our suppliers’ provisioning of critical products or services; significant increases in benefit plan costs or lower investment returns on plan assets; the impact of natural or man-made disasters or existing or future litigation and any resulting financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing; any changes in the regulatory environments in which we operate, including any loss of or inability to renew wireless licenses, and the final results of federal and state regulatory proceedings and judicial review of those results; the timing, scope and financial impact of our deployment of fiber-to-the-premises broadband technology; changes in our accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; our ability to successfully integrate Alltel Corporation into Verizon Wireless’ business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

This news release may also contain forward-looking statements by Frontier that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in Frontier’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in Frontier’s most recent Annual Report on Form 10-K on file with the SEC. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and Frontier undertakes no duty to update this information. Source: Frontier, www.frontier.com.

EX-99.2

May 13, 2009

Verizon to Divest Wireline

Businesses in 14 States

Verizon to Divest Wireline

Businesses in 14 States

Ivan Seidenberg, Chairman & CEO   

John

Killian,

EVP

&

CFO  

Exhibit 99.2

2

“Safe Harbor”

Statement

“Safe Harbor”

Statement

Throughout this presentation, results shown are adjusted for special items. Results reflect the

reclassifications of revenues, expenses and operating income in the Wireline segment following the

completion, on March 31, 2008, of the spin-off of our local exchange and related business assets in

Maine,

New

Hampshire

and

Vermont.

Reconciliations

to

generally

accepted

accounting

principles

(GAAP)

for

non-GAAP

financial

measures

included

in

this

presentation

can

be

found

on

our

website

at

www.verizon.com/investor.

NOTE: This presentation contains statements about expected future events and financial results that are forward-

looking and subject to risks and uncertainties.  For those statements, we claim the protection of the safe harbor for

forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  The following important

factors could affect future results and could cause those results to differ materially from those expressed in the

forward-looking statements:  the effects of adverse conditions in the U.S. and international economies; the effects of

competition in our markets; materially adverse changes in labor matters, including workforce levels and labor

negotiations, and any resulting financial and/or operational impact, in the markets served by us or by companies in

which we have substantial investments; the effect of material changes in available technology; any disruption of our

suppliers' provisioning of critical products or services; significant increases in benefit plan costs or lower investment

returns on plan assets; the impact of natural or man-made disasters or existing or future litigation and any resulting

financial impact not covered by insurance; technology substitution; an adverse change in the ratings afforded our

debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets impacting

the cost, including interest rates, and/or availability of financing; any changes in the regulatory environments in which

we

operate,

including

any

loss

of

or

inability

to

renew

wireless

licenses,

and

the

final

results

of

federal

and

state

regulatory proceedings and judicial review of those results; the

timing, scope and financial impact of our deployment

of fiber-to-the-premises broadband technology; changes in our accounting assumptions that regulatory agencies,

including the SEC, may require or that result from changes in the accounting rules or their application, which could

result in an impact on earnings; our ability to successfully integrate Alltel Corporation into Verizon Wireless’s

business and achieve anticipated benefits of the acquisition; and the inability to implement our business strategies.

3

Focus

on

growth

areas

Strategic Transformation

Over the last several years,

Verizon has…

Divested

8M access lines

International

Directories

Acquired

14M wireless subscribers

Spectrum

Global IP network & services

Wireless

62%

Mass

Markets

15%

Global

Enterprise

14%

Global

Wholesale

8%

Other

1%

Post-transaction

Verizon Revenues*

* Based on analyst estimates for 2011E adjusted for transaction

4

Creating value for shareholders

Strategic Benefits

* 2008 revenue is pro forma for Alltel

Revenue ($B)*

Cash Flow From

Continuing Operations ($B)

$23

$27

19.4%

17.8%

2006

2008

Capex/

Revenue

$106

$87

55%

44%

2006

2008

Wireless

as % of

Revenue

Special distribution

through transaction

Improving growth profile

Focus on wireless, FiOS

and global IP

Driving cash flow growth

5

Transaction Overview

~$8.6B total value in Divested Operations

to Verizon & shareholders

Approximately 68% ownership by Verizon

shareholders in Frontier

Tax-free distribution

~$3.3B debt reduction for Verizon

Collar around $7.75 +/-

$0.75

Exact distribution to be determined prior to closing

Transaction benefits customers, employees and

shareholders

6

Divested Operations Overview

69K

110K

900K

4.8M

FiOS TV

FiOS Internet

High Speed Internet

Access lines

37%

Wire centers

4%

FiOS customers

43%

11K

Square miles

Employees

Operational

$0.6B

Capex

$1.8B

EBITDA

$4.4B

Revenue

Financial

Based on 2008 results

Predominantly rural wireline operations in 14 states

7

Summary

Enhancing growth profile and focus

Significant opportunities for cost reduction

Strong Free Cash Flow outlook

Maintaining dividend policy

Clear strategic, operational and financial benefits