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 (Date of earliest event reported): March 2, 2005
| MCI, Inc. | |
| (Exact Name of Registrant as Specified in Charter) | |
| DELAWARE | |
| (State or Other Jurisdiction of Incorporation) | |
| 001-10415 | 20-0533283 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 22001 Loudoun County Parkway, Ashburn, Virginia | 20147 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code:(703) 886-5600 | |
| 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 (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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
Attached as Exhibit 2.1 hereto and incorporated herein by reference is a letter agreement dated March 2, 2005 (the “Letter Agreement”) entered into by Verizon Communications Inc. (“Verizon”) and MCI, Inc. (“MCI”) relating to the Agreement and Plan of Merger dated as of February 14, 2005 among Verizon, Eli Acquisition, LLC and MCI (the “Merger Agreement”). The Letter Agreement allows MCI and its representatives, prior to March 18, 2005, to engage in discussions, and the other activities described in subparagraphs (x) and (y) of Section 6.5(a) of the Merger Agreement, with Qwest Communications International Inc. and its representatives without having made the determinations contemplated by the proviso immediately following clause (y) of such Section 6.5(a) .
Item 8.01. Other Events.
On March 2, 2005, MCI issued a press release containing information pertaining to the Letter Agreement and the Merger Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
* * *
FORWARD-LOOKING STATEMENTS
This document 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: a significant change in the timing of, or the imposition of any government conditions to, the closing of the transaction; actual and contingent liabilities; and the extent and timing of our ability to obtain revenue enhancements and cost savings following the transaction. Additional factors that may affect the future results of MCI and Verizon are set forth in their respective filings with the Securities and Exchange Commission, which are available at investor.verizon.com/SEC/ and www.mci.com/about/investor_relations/sec/.
Additional Information and Where to Find It
In connection with the previously announced proposed transaction between MCI and Verizon, a registration statement, including a proxy statement of MCI, and other materials will be filed with the Securities and Exchange Commission (“SEC”). We urge investors to read these documents when they become available because they will contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about MCI and Verizon, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents at www.verizon.com/investor, or by request to Verizon Communications Inc., Investor Relations, 1095 Avenue of the Americas, 36th Floor, New York, NY 10036. Free copies of MCI’s filings are available at www.mci.com/about/investor_relations, or by request to MCI, Inc., Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147.
Participants in the Solicitation
MCI, Verizon, and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from MCI shareowners with respect to the previously announced proposed transaction between MCI and Verizon. Information about MCI’s directors and executive officers is available in MCI’s annual report on Form 10-K for the year ended December 31, 2003. Information about Verizon’s directors and executive officers is available in Verizon’s proxy statement for its 2004 annual meeting of shareholders, dated March 15, 2004. Additional information about the interests of potential participants will be included in the registration statement and proxy statement and other materials filed with the SEC.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 2.1 | Letter Agreement dated March 2, 2005 between Verizon and MCI. | |
| 99.1 | Press Release issued by MCI, dated March 2, 2005. | |
SIGNATURES
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 hereunto duly authorized.
| MCI, INC. | ||||
| Date: | March 2, 2005 | By: | /s/ Eric Slusser | |
| Name: | Eric Slusser | |||
| Title: | Senior Vice President & Controller | |||