EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
$1,000,000,000 6 3/4% NOTES DUE 2005 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") FOR ANY AND ALL
OUTSTANDING 6 3/4% NOTES DUE 2005
$2,000,000,000 7 1/4% NOTES DUE 2010 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 1/4% NOTES DUE 2010
$2,000,000,000 7 3/4% NOTES DUE 2030 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT FOR ANY AND ALL OUTSTANDING 7 3/4% NOTES DUE 2030
OF
VERIZON GLOBAL FUNDING CORP.
As set forth in the prospectus dated _____, 2001 (the "Prospectus") of
Verizon Global Funding Corp. (the "Company") and Verizon Communications Inc.
("Verizon") and in the Letter of Transmittal (the "Letter of Transmittal"), this
form or a form substantially equivalent to this form must be used to accept the
Exchange Offer (as defined below) if the certificates for the restricted notes
(as defined in the Prospectus) and all other documents required by the Letter of
Transmittal cannot be delivered to the Exchange Agent by the Expiration Date of
the Exchange Offer or compliance with book-entry transfer procedures cannot be
effected on a timely basis. Such form may be delivered by hand or transmitted by
facsimile transmission, telex or mail to the Exchange Agent no later than the
Expiration Date, and must include a signature guarantee by an Eligible
Institution as set forth below. Capitalized terms used herein but not defined
herein have the meanings ascribed thereto in the Prospectus.
The Exchange Agent for the Exchange Offer is:
First Union National Bank
BY REGISTERED OR CERTIFIED MAIL, OVERNIGHT DELIVERY OR HAND DELIVERY
First Union National Bank
Corporate Trust Reorganization Department
1525 West W.T. Harris Boulevard
Charlotte, North Carolina 28288-1153
Attention: Marsha Rice
BY FACSIMILE
(704) 590-7628
INFORMATION OR CONFIRMATION BY TELEPHONE
(704) 590-7413
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF
TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME ON _____, 2001 UNLESS THE EXCHANGE OFFER IS EXTENDED.
Ladies and Gentlemen:
The undersigned acknowledges that he or she has received the prospectus,
dated _________, 2001 (the "Prospectus"), of Verizon Global Funding Corp. (the
"Company") and Verizon Communications Inc. ("Verizon Communications") and this
Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange Offer") to
exchange, upon the terms and subject to the conditions set forth in the
Prospectus:
o $1,000,000,000 6 3/4% Notes due 2005 that have been registered under the
Securities Act for any and all outstanding 6 3/4% Notes due 2005
o $2,000,000,000 7 1/4% Notes due 2010 that have been registered under the
Securities Act for any and all outstanding 7 1/4% Notes due 2010
o $2,000,000,000 7 3/4% Notes due 2030 that have been registered under the
Securities Act for any and all outstanding 7 3/4% Notes due 2030
The undersigned hereby tenders to the Company the aggregate principal
amount of restricted notes set forth below on the terms and conditions set forth
in the Prospectus and the related Letter of Transmittal pursuant to the
guaranteed delivery procedure set forth in the "Exchange Offer--Guaranteed
Delivery Procedures" section in the Prospectus and the accompanying Letter of
Transmittal.
The undersigned understands that no withdrawal of a tender of restricted
notes may be made on or after the Expiration Date. The undersigned understands
that for a withdrawal of a tender of restricted notes to be effective, a written
notice of withdrawal that complies with the requirements of the Exchange Offer
must be timely received by the Exchange Agent at one of its addresses or by
facsimile specified on the cover of this Notice of Guaranteed Delivery prior to
the Expiration Date.
The undersigned understands that the exchange of restricted notes for
exchange notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (1) such restricted notes (or Book-Entry
Confirmation of the transfer of such restricted notes into the Exchange Agent's
account at The Depository Trust Company ("DTC")) and (2) if restricted notes are
to be physically delivered, a Letter of Transmittal (or facsimile thereof) with
respect to such restricted notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or, in the case of book-entry
transfer, a properly transmitted Agent's Message. The term "Agent's Message"
means a message transmitted by DTC to, and received by, the
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Exchange Agent and forming part of the confirmation of a book-entry transfer,
which states that DTC has received an express acknowledgment from a participant
in DTC tendering the restricted notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such participant.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:
/ / CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE T0 THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
-------------------------------
Account Number
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Transaction Code Number
-------------------------------------
Holders whose restricted notes are not immediately available or who cannot
deliver their restricted notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their restricted
notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "Exchange Offer-Guaranteed Delivery Procedures." See
Instruction 2.
/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
-----------------------------------------
Date of Execution of Notice of Guaranteed Delivery
--------------------
Name of Eligible Institution that Guaranteed Delivery
------------------
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If guaranteed delivery is to be made by book-entry transfer:
DTC Account Number
-----------------------------------------
Transaction Code Number
------------------------------------
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/ / CHECK HERE IF TENDERED BOOK-ENTRY TRANSFER AND NON-EXCHANGED RESTRICTED
NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE:
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE RESTRICTED NOTES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES ("A PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO:
Name
-------------------------------------------------
Address
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
exchange notes. If the undersigned is a broker-dealer that will receive exchange
notes for its own account in exchange for restricted notes that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a Prospectus in connection with any resale of
such exchange notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
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