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.
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(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
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(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