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Verizon Communications Board Approves Spin-Off of U.S. Print and Internet Yellow Pages Directories
New Company to Be Called Idearc
NEW YORK, Oct. 18 /PRNewswire/ -- Verizon Communications Inc. today
announced that its Board of Directors has approved the proposed spin-off of
Verizon's U.S. print and Internet yellow pages directories company to its
stockholders. The spin-off will result in a new public company that will be
separate from Verizon and that will be called Idearc Inc. (pronounced EYE'-
dee-ark).
The Verizon Board declared a dividend of one share of Idearc common
stock for every 20 shares of Verizon common stock held as of the close of
business on Nov. 1, 2006. Subject to the satisfaction of certain
conditions, the distribution will occur on Nov. 17, 2006, and is expected
to qualify as a tax- free distribution. Stockholders who own fewer than 20
shares of Verizon common stock (or who do not own multiples of 20 shares)
will receive a taxable cash payment in lieu of a fractional share to which
they would be entitled.
As previously announced, when the Board next considers the Verizon
dividend, management expects to recommend that the Board not reduce
Verizon's quarterly dividend of 40.5 cents per share as a result of the
spin-off.
Verizon currently expects that a "when issued" public market for Idearc
common stock will begin on or about Nov. 2 on the New York Stock Exchange
(NYSE) under the symbol "IAR wi." Following the spin-off, Idearc common
stock will trade under the symbol "IAR."
If a Verizon stockholder sells shares of his or her Verizon common
stock (which trades on the NYSE under the symbol "VZ") in the regular way
market on or prior to the distribution date, the shareholder will also be
selling the right to receive shares of Idearc common stock in connection
with those shares. Investors are encouraged to consult with their financial
advisors regarding the specific implications of selling shares of their
Verizon common stock on or before the distribution date.
Details of New Name
Following the spin-off, the company will operate under the trademarks
IDEARC, IDEARC MEDIA and the arc design logo. These trademarks will be used
in promoting the company's multi-platform print and online publishing and
advertising services, including Yellow Pages, White Pages, business
directories and magazines, an online directory and search services, website
design and hosting services, and directory and information services for
wireless subscribers.
Idearc was selected as the new company's name to differentiate it from
other publishers in the industry. A combination of the words "idea" and
"arc," Idearc symbolizes how the company connects buyers and sellers
through robust content available across multiple media.
New Logo
Idearc's logo incorporates the name with three, interconnected arcs
that each tie to facets of Idearc's strategic portfolio: Gray links with
its print product design, green to its industry-leading SuperPages.com
service, and blue to the future. Idearc's name and logo were created by
Landor Associates, the branding and design consultancy that also created
the Verizon name and logo in 2000.
(Logo: http://www.newscom.com/cgi-bin/prnh/20061018/NYW103LOGO )
Idearc will be headquartered in the Dallas/Fort Worth area and have
approximately 7,100 employees. After the spin-off, Idearc and its
subsidiaries will continue to operate the domestic directories publishing
business previously operated by Verizon.
Completion of the spin-off is subject to the satisfaction of a number
of conditions, including the Form 10 Registration Statement for Idearc's
common stock being declared effective by the Securities and Exchange
Commission, Idearc common stock being accepted for listing on the NYSE, and
certain other conditions described in the Form 10. The Board has reserved
the right to withdraw its declaration of the dividend at any time prior to
the distribution.
Verizon Communications Inc. (NYSE: VZ), a Dow 30 company, is a leader in
delivering broadband and other wireline and wireless communication
innovations to mass market, business, government and wholesale customers.
Verizon Wireless operates America's most reliable wireless network, serving
nearly 55 million customers nationwide. Verizon Business operates one of
the most expansive wholly-owned global IP networks. Verizon Telecom is
deploying the nation's most advanced fiber-optic network to deliver the
benefits of converged communications, information and entertainment
services to customers. Based in New York, Verizon has a diverse workforce
of more than 252,000 and generates annual consolidated operating revenues
of approximately $90 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.
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:
materially adverse changes in economic and industry conditions and 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; material changes
in available technology; technology substitution; an adverse change in the
ratings afforded our debt securities by nationally accredited ratings
organizations; the final results of federal and state regulatory
proceedings concerning our provision of retail and wholesale services and
judicial review of those results; the effects of competition in our
markets; the timing, scope and financial impacts of our deployment of
fiber-to-the-premises broadband technology; the ability of Verizon Wireless
to continue to obtain sufficient spectrum resources; 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; the timing of the
closings of the sales of our Latin American and Caribbean properties; and
the extent and timing of our ability to obtain revenue enhancements and
cost savings following our business combination with MCI, Inc.
SOURCE Verizon
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