As filed with the Securities and Exchange Commission on December 13, 1994
Registration No. 33-53693
Post Effective Amendement No. 1 to Registration Statement No. 33-33592
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT
UNDER
SECURITIES ACT OF 1933
NYNEX CORPORATION
(Exact name of registrant as specified in its charter)
1095 Avenue of the Americas
New York, New York 10036
(212) 395-2121
(Address, including zip code,
and telephone number
including area code, or registrant's
principal executive offices)
Delaware
(State of incorporation or organization)
13-3180909
(I.R.S. Employer Identification No.)
P.M. Cicone
Vice President and
comptroller
NYNEX Corportion
1113 Westchester Avenue
White Plains, New York 10604
(914) 644-6400
(Name, address including zipe code, and
telephone number, including area code of
agent of service)
Please address a copy of all communications to:
Raymond F. Burke ESQ. Raymond W. Wagner, ESQ
Executive Vice President and General Counsel Simpson Thacher & Bartlett
NYNEX Corporation 425 Lexington Avenue
1113 Westchester Avenue New York, New York 10017
White Plains, New York 10604
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestement plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 uner the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to Registration Statement
No. 33-33592, previously filed by the Registrant on Form S-3 and declared
effective on March 5, 1990 and under which $50,000,000 of debt securities
remains to be issued. This Registration Statement is a new Registration
Statement and also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 33-33592.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER __, 1994
PROSPECTUS
$950,000,000
NYNEX CORPORATION
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
____________________
NYNEX Corporation ("NYNEX") may issue and sell from time to time
(i) shares of common stock, $1.00 par value per share (the "Common Stock"),
accompanied by rights to purchase Junior Participating Preferred Stock (the
"Rights"), (ii) shares of preferred stock, $1.00 par value per share, in one or
more series (the "Preferred Stock") and (iii) unsecured senior debt securities
in one or more series (the "Debt Securities"). The Common Stock, Preferred
Stock and Debt Securities (collectively, the "Securities") will be limited to
$950,000,000 aggregate public offering price.
The specific terms of the particular Securities to be issued will be set
forth in a supplement to this Prospectus (a "Prospectus Supplement") which will
be delivered together with this Prospectus, including, where applicable, (i) in
the case of Common Stock, the number of shares, (ii) in the case of Preferred
Stock, the specific designation, number of shares and liquidation value thereof
and the dividend, liquidation, redemption, voting and other rights, including
conversion or exchange rights, if any, and any other special terms, and
(iii) in the case of Debt Securities, the specific designation, aggregate
principal amount, authorized denominations, maturity, interest rate (or manner
of calculation thereof) and time of payment of interest, if any, and redemption
or repayment terms, the currency, currencies or currency unit or units in which
the Debt Securities shall be payable, any other rights, including conversion or
exchange rights, if any, and any other special terms. The Prospectus Supplement
will also contain information regarding the initial public offering price, the
net proceeds to NYNEX and, where applicable, the United States Federal income
tax considerations relating to the Securities covered by the Prospectus
Supplement.
NYNEX may sell Securities to or through one or more underwriters, and may
also sell Securities directly to other purchasers or through agents. See "Plan
of Distribution." The accompanying Prospectus Supplement sets forth the names
of any underwriters, dealers or agents involved in the sale of the Securities
in respect of which this Prospectus is being delivered, and any applicable fee,
commission or discount arrangements with them.
NYNEX's Common Stock is listed on the New York, Boston, Chicago, Pacific
and Philadelphia Stock Exchanges under the symbol "NYN". The Prospectus
Supplement will contain information about any listing on a securities exchange
of the Securities covered by the Prospectus Supplement.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
, 1994
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus
or in the Prospectus Supplement in connection with the offer made by this
Prospectus or the Prospectus Supplement and, if given or made, such information
or representations must not be relied upon as having been authorized by NYNEX
or by any underwriter, dealer or agent. This Prospectus and the Prospectus
Supplement do not constitute an offer to sell or a solicitation of an offer to
buy any of the Securities offered hereby or thereby in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. This Prospectus and the Prospectus Supplement do not constitute
an offer to sell or a solicitation of an offer to buy any Securities other than
those to which they relate. The delivery of this Prospectus or the Prospectus
Supplement at any time does not imply that the information herein or therein is
correct as of any time subsequent to its date.
______________________
AVAILABLE INFORMATION
NYNEX is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports and other information filed by NYNEX can
be inspected and copied at the public reference facilities of the SEC, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well
as at the following SEC Regional Offices: Seven World Trade Center, New York,
NY 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60601-2511. Copies can be obtained from the SEC by mail at
prescribed rates. Requests should be directed to the SEC's Public Reference
Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549.
NYNEX has filed with the SEC Registration Statements on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), covering the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted from the Prospectus in accordance with the rules and regulations of the
SEC. For further information, reference is made to the Registration Statement.
______________________
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents (File No. 1-8608 for each) are incorporated herein
by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended December 31,
1993, as amended;
(2) NYNEX's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1994, as amended;
(3) NYNEX's Current Reports on Form 8-K dated December 24, 1993, January
24, 1994, March 3, 1994, March 24, 1994, June 30, 1994, September 26,
1994 and October 20, 1994 and filed with the SEC on January 13, 1994,
March 1, 1994, March 4, 1994, March 31, 1994, July 5, 1994, October
4, 1994 and October 28, 1994, respectively; and
(4) The description of NYNEX's Common Stock on Form 10 dated November 15,
1983 and
Form 8-A dated October 20, 1989, as amended by Form 8-A/A dated April
28, 1994.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may
be obtained upon written or oral request without charge by each person to whom
this Prospectus is delivered from the Treasurer of NYNEX, 1113 Westchester
Avenue, White Plains, NY 10604 (telephone number (914) 644-6400).
NYNEX CORPORATION
NYNEX was incorporated on October 7, 1983 under the laws of the State of
Delaware and has its principal executive offices at 1095 Avenue of the
Americas, New York, NY 10036 (telephone number (212) 395-2121). NYNEX is a
holding company with various subsidiaries engaged in the provision of
telecommunications products and services, directory publishing and other
business services.
NYNEX provides products and services in several industry segments.
NYNEX's dominant industry segment is Telecommunications, which includes New
York Telephone Company, New England Telephone and Telegraph Company and their
subsidiaries (collectively, the "Telephone Companies"). The Telephone Companies
provided NYNEX with 86% of its operating revenues in 1993.
In addition to Telecommunications, NYNEX has wholly-owned subsidiaries in
the following industry segments: Cellular (NYNEX Mobile Communications
Company), Publishing (NYNEX Information Resources Company), Financial Services
(NYNEX Credit Company, NYNEX Capital Funding Company and NYNEX Trade Finance
Company) and Other Diversified Operations (including NYNEX Network Systems
Company and NYNEX CableComms Limited, among others).
Because NYNEX is a holding company, the right of NYNEX and thus the right
of creditors and stockholders of NYNEX (including holders of the Securities) to
participate in any distribution of the assets or earnings of any subsidiary is
subject to the prior claims of creditors of each such subsidiary (including the
Telephone Companies), except to the extent that any claims of NYNEX itself as a
creditor of a subsidiary may be recognized. As a holding company, NYNEX's
principal source of funds is dividends from the Telephone Companies. The right
of creditors and stockholders of NYNEX (including holders of the Securities) to
participate in the distribution of stock of the Telephone Companies would be,
and, under certain circumstances, the ability of NYNEX to obtain cash from the
Telephone Companies may be, subject to the approval of the regulatory
commissions having jurisdiction over such subsidiaries (including the Federal
Communications Commission).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
NYNEX for the periods indicated:
Nine Months
Ended
September 30,
1994 Year Ended December 31,
(unaudited) 1993 1992 1991 1990 1989
2.55 * 3.34 1.93 2.60 2.33
_______________
* Earnings were inadequate to cover fixed charges by $445.1 million for the
year ended December 31, 1993 as a result of $2.1 billion of fourth quarter
1993 business restructuring charges.
For the purpose of this ratio, (i) earnings have been calculated by adding
Interest expense and the estimated interest portion of rentals to Earnings
(loss) before income taxes and cumulative effect of change in accounting
principle; and (ii) fixed charges are comprised of Interest expense and the
estimated interest portion of rentals.
USE OF PROCEEDS
Unless otherwise indicated in the accompanying Prospectus Supplement, the
net proceeds from the sale of the Securities will be used to provide funds to
NYNEX and/or non-Telephone Companies of NYNEX for their respective general
corporate purposes.
DESCRIPTION OF COMMON STOCK
The following description of the terms of the Common Stock summarizes
certain provisions of the General Corporation Law of the State of Delaware (the
"Delaware General Corporation Law"), the Restated Certificate of Incorporation
of NYNEX (the "Restated Certificate of Incorporation") and the Rights Agreement
(the "Rights Agreement") between NYNEX and The First National Bank of Boston,
as successor Rights Agent (the "Rights Agent") and is subject to and qualified
in its entirety by reference to such provisions and documents.
The authorized capital stock of NYNEX consists of 750,000,000 shares of
Common Stock, par value $1.00 per share, and 75,000,000 shares of Preferred
Stock. At October 31, 1994, NYNEX had outstanding 422,076,088 shares of Common
Stock (not including shares held in treasury) and no shares of Preferred Stock.
The Common Stock will, when issued, be fully paid and nonassessable.
Dividend Rights
Subject to the preferences applicable to any shares of preferred stock
then outstanding, the holders of Common Stock are entitled to dividends, when,
as and if declared by the Board of Directors of NYNEX (the "Board of
Directors") out of funds legally available therefor.
Voting Rights
The holders of Common Stock are entitled to one vote for each share of
Common Stock. Subject to the rights, if any, of the holders of any series of
preferred stock then outstanding, all voting rights are vested in the holders
of shares of Common Stock. The holders of Common Stock have no cumulative
voting rights.
Rights Upon Liquidation
In the event of liquidation, dissolution or winding up of NYNEX, after
there have been paid or set aside for the holders of all series of preferred
stock then outstanding the full preferential amounts to which such holders are
entitled, the holders of Common Stock will be entitled to share equally in any
assets of NYNEX remaining after the payment of all debts and liabilities of
NYNEX.
Change of Control
The following provisions of the Restated Certificate of Incorporation, the
NYNEX By-Laws and the Delaware General Corporation Law could make more
difficult the acquisition of NYNEX by means of a tender offer, a proxy contest
or otherwise. These provisions may have the effect of delaying, deferring or
preventing a change in control of NYNEX and may discourage bids for the Common
Stock at a premium over the market price of the Common Stock.
Fair Price Provisions. The Restated Certificate of Incorporation contains
provisions designed to discourage any person who is, or was at any time within
two years prior to the date in question, the beneficial owner of 10% or more of
the then outstanding shares of capital stock of NYNEX entitled to vote
generally in the election of directors (the "Voting Shares") (or certain
assignees) (an "Interested Stockholder"), from utilizing two-tier pricing and
similar tactics in an attempted change of control, and to help assure that all
NYNEX stockholders are treated similarly if certain types of business
combinations are effected (the "Fair Price Provisions").
The Fair Price Provisions require, in addition to any affirmative vote
required by the Delaware General Corporation Law, the affirmative vote of the
holders of at least 75% of the voting power of the Voting Shares, voting as a
single class, in order to approve certain mergers, consolidations, security
issuances, liquidations, recapitalizations and any sale, lease or transfer of
any assets valued at $50 million or more ("Business Combinations") with, or
proposed by or on behalf of, an Interested Stockholder or any of its affiliates
or associates, unless either (A) the Business Combination is approved by 75% of
those directors, other than the Interested Stockholder or its affiliates or
associates, who were directors prior to the time the Interested Stockholder
became such (or certain of such directors' successors) ("Continuing Directors")
(provided that the Continuing Directors constitute at least three members of
the Board of Directors at the time of such approval), or (B) all of the
requirements described in paragraphs (i), (ii), (iii), (iv) and (v) below are
satisfied with respect to each class of voting stock:
(i) In a Business Combination where the holders of shares of a
particular class of voting stock are to receive payment, the consideration to
be received by holders of shares of such class must be either cash or, if the
consideration previously paid by the Interested Stockholder in connection with
its acquisition of Voting Shares consisted, in whole or in part, of
consideration other than cash, then in the same form as such consideration. If
such payment was made in varying forms of consideration, then such
consideration must be either cash or the same form of consideration used by the
Interested Stockholder or any of its affiliates or associates in acquiring the
largest number of shares of such class previously acquired by such Interested
Stockholder.
(ii) In a Business Combination where the holders of shares of
Common Stock are to receive payment, such holders are entitled to receive, on
or before the date of consummation of the Business Combination ("Consummation
Date"), consideration for their shares having an aggregate fair market value
within five days prior to the Consummation Date at least equal to the higher of
the following two alternatives: (a) the highest per share price (including
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Stockholder, or by any of its affiliates or associates, for any
shares of Common Stock within the two-year period immediately prior to the
first public announcement of the proposed Business Combination (the
"Announcement Date"), or the per share price paid by the Interested
Stockholder, or by any of its affiliates or associates, in the transaction in
which it became an Interested Stockholder, whichever is higher; or (b) the fair
market value per share of Common Stock on the Announcement Date or on the date
such Interested Stockholder became an Interested Stockholder, whichever is
higher. In the case of payments to holders of any class of voting stock other
than Common Stock, the consideration must be at least equal to the higher of
(x) the highest per share price determined with respect to such class in the
same manner as described above with respect to Common Stock or (y) the highest
preferential amount per share, if any, to which the holders of shares of such
class of voting stock would be entitled as of the Consummation Date in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
NYNEX.
(iii) After the Interested Stockholder becomes an Interested
Stockholder and through the Consummation Date, unless approved by a majority of
the Continuing Directors, there shall have been (subject to certain exceptions)
(a) no failure to declare or pay at the regular date therefor any full
dividends on the outstanding preferred stock of NYNEX, if any; (b) no reduction
in the annual rate of dividends paid on the Common Stock; (c) an increase in
such annual rate of dividends as necessary to reflect any reclassification,
recapitalization or similar transaction which has the effect of reducing the
number of outstanding shares of Common Stock; and (d) no increase in the number
of Voting Shares beneficially owned by the Interested Stockholder or any of its
affiliates or associates.
(iv) After the Interested Stockholder becomes an Interested
Stockholder, neither such Interested Stockholder nor any affiliate or associate
thereof, whether in connection with the proposed Business Combination or
otherwise, shall receive the benefit of any loans or other financial assistance
or tax advantages provided by NYNEX (other than proportionately as a
stockholder).
(v) A proxy or information statement complying with the requirements
of the proxy rules promulgated under the Exchange Act and disclosing the terms
and conditions of the proposed Business Combination shall be mailed to all
stockholders at least 30 days prior to the Consummation Date.
Moreover, if the transaction does not involve the receipt of cash or other
property by any stockholders other than the Interested Stockholder, as in the
case of a sale of assets or an issuance of NYNEX securities to an Interested
Stockholder, the form of consideration, minimum price and procedural
requirements would not apply and approval by holders of 75% of the voting power
of the Voting Shares would be required under the Fair Price Provisions unless
the transaction were to be approved by 75% of the Continuing Directors.
The Fair Price Provisions require the affirmative vote of 75% of the
voting power of the Voting Shares in order to amend, alter or repeal, or adopt
any provision inconsistent with, such provisions.
Anti-Takeover Statute. Section 203 of the Delaware General Corporation
Law generally prohibits a publicly held Delaware corporation from engaging in a
"Business Combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless (i) prior to the date such stockholder became an
interested stockholder, either the business combination or such transaction is
approved by the board of directors of the corporation, (ii) upon consummation
of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock, or (iii) on or after the date such stockholder became an
interested stockholder, the business combination is approved by the board of
directors and by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder. A "business
combination" includes mergers, certain asset sales and certain other
transactions resulting in a financial benefit to the stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's voting stock. The Delaware General Corporation Law provides that
NYNEX may elect out of such Section 203 if, by action of its stockholders, it
adopts an amendment to its Restated Certificate of Incorporation or By-Laws
expressly electing not to be governed by Section 203, provided that, in
addition to any other vote required by law, such amendment is approved by the
affirmative vote of a majority of the shares entitled to vote. Such amendment
would not be effective until 12 months after adoption and would not apply to
any business combination between NYNEX and any person who became an interested
stockholder on or prior to such adoption.
Other. The Restated Certificate of Incorporation provides that NYNEX's
directors, other than those who may be elected by the holders of preferred
stock under certain specified circumstances, are divided into three classes.
The terms of office of each class expire at the third succeeding annual meeting
of stockholders after the election of such class, the initial terms of the
three classes having expired in 1988, 1989 and 1990, respectively. Subject to
the rights of the holders of preferred stock, any director may be removed only
for cause and only by the affirmative vote of the holders of 75% of the voting
power of the outstanding shares of capital stock entitled to vote generally in
the election of directors. The foregoing and certain other provisions in the
Restated Certificate of Incorporation relating to the Board of Directors may be
altered, amended or repealed only by the affirmative vote of the holders of at
least 75% of the voting power of the outstanding shares of capital stock
entitled to vote generally in the election of directors.
The Restated Certificate of Incorporation also provides that any action to
be taken at any meeting of stockholders by written consent in lieu of a meeting
must be signed by the holders of all the shares of capital stock that would be
entitled to vote at such a meeting. Further, special meetings of the
stockholders of NYNEX may be called only by the Board of Directors or at the
request in writing of stockholders owning at least two-thirds of the
outstanding shares entitled to vote.
The Board of Directors, without further action by the stockholders, is
also authorized to issue up to 75,000,000 shares of Preferred Stock in one or
more series with such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be expressed in the resolution or resolutions
providing for the issue of such series adopted by the Board of Directors and as
are not inconsistent with the Restated Certificate of Incorporation or any
amendment thereto, and as may be permitted by the Delaware General Corporation
Law. See "Description of Preferred Stock."
Rights Plan
On October 19, 1989, the Board of Directors declared a dividend
distribution of one Right for each outstanding share of Common Stock of NYNEX
to stockholders of record at the close of business on October 31, 1989 (the
"Record Date"). Except as described below, each Right, when exercisable,
entitles the registered holder thereof to purchase from NYNEX one one-hundredth
of a share of Series A Junior Participating Preferred Stock, par value $1.00
per share (the "Junior Preferred Stock"), at a price of $250 per one one-
hundredth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificate will be
distributed with respect to any Rights. Until the earlier to occur of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such
later date as may be determined by action of a majority of the Board of
Directors) following the commencement of (or a public announcement of an
intention to make) a tender or exchange offer if, upon consummation thereof,
such person or group would be the beneficial owner of 15% or more of such
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate. The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with Common Stock
certificates. From as soon as practicable after the Record Date and until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption, expiration or termination of the Rights), the surrender
for transfer of any certificate for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (each a "Right Certificate") will be mailed
to holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Right Certificate alone will
evidence the Rights.
The Rights are not exercisable until after the Distribution Date and will
expire at the earliest of (i) October 31, 1999, (ii) upon redemption by NYNEX
as described below and (iii) upon exchange by NYNEX as described below.
In the event that any person (other than NYNEX and its affiliates) becomes
the beneficial owner of 15% or more of the then outstanding shares of Common
Stock (a "Section 11(a)(ii) Event"), proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon exercise at
the then current exercise price of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of NYNEX) having a value
equal to two times the exercise price of the Right.
In the event that, at any time following the Distribution Date, NYNEX is
acquired in a merger or other business combination transaction or 50% or more
of NYNEX's assets or earning power is sold (a "Section 13(a) Event"), proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon exercise at the then current exercise price of the
Right, common stock of the acquiring or surviving company having a value equal
to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of a Section
11(a)(ii) Event or a Section 13(a) Event (collectively, "Triggering Events"),
any Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, and the number of shares of Junior Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Junior Preferred Stock, (ii) upon the grant to holders of the Junior Preferred
Stock of certain rights or warrants to subscribe for Junior Preferred Stock or
convertible securities at less than the current market price of the Junior
Preferred Stock, or (iii) upon the distribution to holders of the Junior
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the then
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Stock, the Board of Directors
may exchange the Rights (other than Rights owned by such person or group which
will have become void), in whole or in part, at an exchange ratio of one share
of Common Stock per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional shares of Junior Preferred Stock (other than
fractions in multiples of one one-hundredths of a share) will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Junior Preferred Stock on the last trading date prior to the date of
exercise.
At any time after the date of the Rights Agreement until the earliest of
(i) the Stock Acquisition Date, (ii) the date of any Section 13(a) Event and
(iii) October 31, 1999, NYNEX may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price"). Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of NYNEX, including, without limitation, the right to
vote or to receive dividends.
The provisions of the Rights Agreement may be amended by NYNEX, except
that NYNEX may not amend the Rights Agreement to (i) reduce the Redemption
Price, (ii) provide for an earlier Final Expiration Date (as defined in the
Rights Agreement), (iii) alter the procedure required to redeem the Rights or
(iv) if at the time of such amendment the Rights are not redeemable, extend the
time during which the Rights may be redeemed. In addition, any amendment from
and after such time as there is an Acquiring Person may not adversely affect
the interests of holders of Rights.
The Rights Agreement is intended to protect stockholders in the event of
unsolicited offers or attempts to acquire NYNEX, including offers that do not
treat all stockholders equally, acquisition in the open market of shares
constituting control without offering fair value to all stockholders and other
coercive or unfair takeover tactics that would impair the Board of Directors'
ability to represent stockholders' interests fully.
Anti-Greenmail Provisions
The Restated Certificate of Incorporation contains provisions designed to
discourage the discriminatory impact of "greenmail," which could involve the
purchase by NYNEX of a substantial block of NYNEX shares at a more favorable
price to the stock purchaser than would be available to other stockholders (the
"Anti-Greenmail Provisions").
The Anti-Greenmail Provisions require that any purchase by NYNEX or any of
its subsidiaries of any equity securities of NYNEX from a holder of more than
5% of the outstanding Voting Shares (or any affiliate or associate thereof) who
has beneficially owned such securities for less than two years must be approved
by the affirmative vote of holders of at least a majority of the voting power
of the Voting Shares, excluding Voting Shares beneficially owned by the more
than 5% holder, voting as a single class. The Anti-Greenmail Provisions do not
require a majority vote with respect to (i) a purchase of securities as part of
a tender or exchange offer by NYNEX made on the same terms to all holders of
such securities complying with the Exchange Act, (ii) a purchase made pursuant
to an open market purchase program approved by a majority of the directors then
in office or (iii) a purchase approved by a majority of the directors then in
office and which is made at no more than the market price on the date that the
understanding with the 5% holder with respect to the purchase is reached.
Because the Anti-Greenmail Provisions are designed to discourage
accumulations of large blocks of NYNEX shares by purchasers whose objective is
to have such securities repurchased by NYNEX at a premium, such provisions
could tend to reduce any temporary rise in the market price of the Common Stock
which might be caused by accumulation of a large block. Thus, some stockholders
could be deprived of possible opportunities to sell their shares at a
temporarily higher market price.
Directors' Liability
NYNEX has included in the Restated Certificate of Incorporation provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty except for liability for breach
of the duty of loyalty, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for violations
under Section 174 of the Delaware General Corporation Law or for any
transaction from which the director derived an improper personal benefit, and
(ii) indemnify each director and officer for certain amounts incurred by him or
her in connection with an action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of NYNEX, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful,
except that in the case of an action by or in the right of NYNEX, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to NYNEX unless
otherwise determined by the applicable court.
Preemptive Rights
The holders of Common Stock have no preemptive rights to subscribe for or
purchase shares of capital stock.
Transfer Agent and Registrar
The First National Bank of Boston is the transfer agent, registrar and
dividend disbursing agent for the Common Stock.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain terms of a series of the Preferred
Stock offered by any Prospectus Supplement will be described in the Prospectus
Supplement relating to such series of the Preferred Stock. If so indicated in
the Prospectus Supplement, the terms of any such series may differ from the
terms set forth below. The following description of the Preferred Stock
summarizes certain provisions of the Restated Certificate of Incorporation and
the form of Certificate of Designations filed as an exhibit to the Registration
Statement to which this Prospectus relates and is subject to and qualified in
its entirety by reference to the Restated Certificate of Incorporation and such
Certificate of Designations which will be filed with the SEC promptly after the
offering of such series of Preferred Stock. The following description,
together with any description of the terms of a series of Preferred Stock set
forth in any Prospectus Supplement, summarizes all of the material terms of
such series of Preferred Stock.
General
Under the Restated Certificate of Incorporation, the Board of Directors is
authorized to provide for the issuance from time to time of up to 75,000,000
shares of Preferred Stock, par value $1.00 per share, in one or more series
with such designations, preferences and relative, participating, optional or
other special rights, and such qualifications, limitations or restrictions
thereof, as shall be expressed in the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors and as are not
inconsistent with the Restated Certificate of Incorporation or any amendment
thereto, and as may be permitted by the Delaware General Corporation Law.
As of the date of this Prospectus, NYNEX has no shares of Preferred Stock
outstanding. As of the date hereof, 5,000,000 shares of Preferred Stock,
designated as Series A Junior Participating Preferred Stock, were reserved for
issuance pursuant to the Rights Agreement described under "Description of
Common Stock--Rights Plan." NYNEX may amend from time to time the Restated
Certificate of Incorporation to increase the number of authorized shares of
Preferred Stock. The holders of any series of Preferred Stock are not entitled
to vote on any such amendment except as provided in the Prospectus Supplement
relating to any such series. See "--Voting Rights" below.
The Preferred Stock will have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in the Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation of such Preferred Stock, the number of shares offered and the
liquidation value thereof; (ii) the price at which such Preferred Stock will be
issued; (iii) the dividend rate (or method of calculation), the dates on which
dividends shall be payable, whether such dividends shall be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall commence
to accumulate; (iv) the liquidation preference thereof; (v) any redemption or
sinking fund provisions; (vi) any conversion or exchange provisions of such
Preferred Stock; and (vii) any additional dividend, liquidation, redemption,
sinking fund and other rights, preferences, limitations and restrictions of
such Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement relating to a
particular series of the Preferred Stock, each series of the Preferred Stock
will rank on a parity as to dividends and distributions in the event of a
liquidation with each other series of the Preferred Stock, if any, and senior
to the Series A Junior Participating Preferred Stock. Holders of Preferred
Stock will have no preemptive rights to subscribe for or purchase shares of
capital stock.
Each Prospectus Supplement relating to a series of Preferred Stock will
set forth as of the date of NYNEX's most recent balance sheet the aggregate
principal amount of indebtedness and other Preferred Stock of NYNEX, if any,
which ranks senior to, or equally with, such series of Preferred Stock.
Dividend Rights
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors, out of assets of NYNEX
legally available therefor, cash dividends at such rates and on such dates as
are set forth in the Prospectus Supplement relating to such series of the
Preferred Stock. Such rate may be fixed or variable or both. Each such dividend
will be payable to the holders of record as they appear on the stock books of
NYNEX on such record dates as will be fixed by the Board of Directors or a duly
authorized committee thereof. Dividends on any series of the Preferred Stock
may be cumulative or noncumulative, as provided in the Prospectus Supplement
relating thereto. If the Board of Directors fails to declare a dividend payable
on a dividend payment date on any series of Preferred Stock for which dividends
are noncumulative, then the right to receive a dividend in respect of the
dividend period ending on such dividend payment date will be lost, and NYNEX
shall have no obligation to pay the dividend accrued for that period, whether
or not dividends are declared for any future period.
No full dividends will be declared or paid or set apart for payment on
preferred stock of any series ranking, as to dividends, on a parity with or
junior to any series of Preferred Stock for any period unless full dividends
have been or contemporaneously are declared and paid, or declared and a sum
sufficient for the payment thereof set apart for such payment on such series of
Preferred Stock for the then-current dividend period and, if such Preferred
Stock is cumulative, all other dividend periods terminating on or before the
date of payment of such full dividends. When dividends are not paid in full
upon any series of the Preferred Stock and any other preferred stock ranking on
a parity as to dividends with such series of the Preferred Stock, all dividends
declared upon such series of the Preferred Stock and any other preferred stock
ranking on a parity as to dividends will be declared pro rata so that the
amount of dividends declared per share on such series of the Preferred Stock
and such other preferred stock will in all cases bear to each other the same
ratio that accrued dividends, including, in the case of cumulative Preferred
Stock, accumulations, if any, in respect of prior dividend periods, per share
on such series of the Preferred Stock and such other preferred stock bear to
each other. Except as provided in the preceding sentence, unless full
dividends, including, in the case of cumulative Preferred Stock, accumulations,
if any, in respect of prior dividend periods, on all outstanding shares of any
series of the Preferred Stock have been paid or declared and set aside for
payment, no dividends (other than a dividend or distribution paid in shares of,
or warrants, rights or options exercisable for or convertible into, Common
Stock or another stock ranking junior to such series of the Preferred Stock as
to dividends and upon liquidation) will be declared or paid or set aside for
payment or other distributions made upon the Common Stock or any other stock of
NYNEX ranking junior to or on a parity with the Preferred Stock as to dividends
or upon liquidation, nor will any Common Stock or any other stock of NYNEX
ranking junior to or on a parity with such series of the Preferred Stock as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by NYNEX (except by
conversion into or exchange for stock of NYNEX ranking junior to such series of
the Preferred Stock as to dividends and upon liquidation). No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend
payment or payments which may be in arrears.
Except as set forth in the Prospectus Supplement relating to a series of
Preferred Stock, the amount of dividends payable for each dividend period will
be computed by annualizing the applicable dividend rate and dividing by the
number of dividend periods in a year, except that the amount of dividends
payable for the initial dividend period or any period longer or shorter than a
full dividend period shall be computed on the basis of 30-day months and a 360-
day year.
Each series of Preferred Stock will be entitled to dividends as described
in the Prospectus Supplement relating to such series, which may be based upon
one or more methods of determination. Different series of the Preferred Stock
may be entitled to dividends at different dividend rates or based upon
different methods of determination.
Rights Upon Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of NYNEX, the holders of each series of Preferred Stock will be
entitled to receive out of assets of NYNEX available for distribution to
stockholders, before any distribution of assets is made to holders of Common
Stock or any other class of stock ranking junior to such series of the
Preferred Stock upon liquidation, liquidating distributions in the amount set
forth in the Prospectus Supplement relating to such series of the Preferred
Stock plus an amount equal to accrued and unpaid dividends for the then-current
dividend period and, if such series of the Preferred Stock is cumulative, for
all dividend periods prior thereto. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of NYNEX, the amounts payable with
respect to the Preferred Stock of any series and any other shares of stock of
NYNEX ranking as to any such distribution on a parity with such series of the
Preferred Stock are not paid in full, the holders of the Preferred Stock of
such series and of such other shares will share ratably in any such
distribution of assets of NYNEX in proportion to the full respective
preferential amounts to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are entitled, the holders
of such series of Preferred Stock will have no right or claim to any of the
remaining assets of NYNEX. Neither the sale of all or substantially all the
property or business of NYNEX nor the merger or consolidation of NYNEX into or
with any other corporation shall be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, of NYNEX.
Redemption
A series of the Preferred Stock may be redeemable, in whole or in part, at
the option of NYNEX, and may be subject to mandatory redemption pursuant to a
sinking fund, in each case upon terms, at the times and at the redemption
prices set forth in the Prospectus Supplement relating to such series.
The Prospectus Supplement relating to a series of Preferred Stock which is
subject to mandatory redemption will specify the number of shares of such
series of Preferred Stock which will be redeemed by NYNEX in each year
commencing after a date to be specified, at a redemption price per share to be
specified, together with an amount equal to any accrued and unpaid dividends
thereon to the date of redemption. The redemption price may be payable in cash,
capital stock or in cash received from the net proceeds of the issuance of
capital stock of NYNEX, as specified in the Prospectus Supplement relating to
such series of Preferred Stock.
If fewer than all the outstanding shares of any series of the Preferred
Stock are to be redeemed, whether by mandatory or optional redemption, the
selection of the shares to be redeemed will be determined by lot or pro rata as
may be determined by the Board of Directors or a duly authorized committee
thereof, or by any other method which may be determined by the Board of
Directors or such committee to be equitable. From and after the date of
redemption (unless default shall be made by NYNEX in providing for the payment
of the redemption price), dividends shall cease to accrue on the shares of
Preferred Stock called for redemption and all rights of the holders thereof
(except the right to receive the redemption price) shall cease.
In the event that full dividends, including accumulations in the case of
cumulative Preferred Stock, on any series of the Preferred Stock have not been
paid, such series of the Preferred Stock may not be redeemed in part and NYNEX
may not purchase or acquire any shares of such series of the Preferred Stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of such series of the Preferred Stock.
Conversion or Exchange Rights
The Prospectus Supplement for any series of the Preferred Stock will state
the terms, if any, on which shares of such series are convertible into, or
exchangeable for, securities of NYNEX or another person.
Voting Rights
Unless otherwise determined by the Board of Directors and indicated in the
Prospectus Supplement relating to a particular series of Preferred Stock, the
holders of the Preferred Stock will not be entitled to vote, except as set
forth below or except as expressly required by applicable law. In the event
NYNEX issues shares of any series of Preferred Stock with voting rights,
including any voting rights in the case of dividend arrearages, unless
otherwise specified in the Prospectus Supplement relating to a particular
series of Preferred Stock, each such share will be entitled to one vote on
matters on which holders of such series of the Preferred Stock are entitled to
vote. In the case of any series of Preferred Stock having one vote per share on
matters on which holders of such series are entitled to vote, the voting power
of such series, on matters on which holders of such series and holders of other
series of preferred stock are entitled to vote as a single class, will depend
on the number of shares in such series, not on the aggregate liquidation
preference or initial offering price of the shares of such series of Preferred
Stock.
Except as set forth in the Prospectus Supplement relating to a series of
Preferred Stock, if at any time dividends on any series of Preferred Stock
shall be in arrears in an amount equal to six quarterly dividends thereon,
(which, with respect to any series of Preferred Stock whose dividend periods
are other than quarterly, shall be deemed to be a number of dividend periods
containing not less than 540 days), all holders of Preferred Stock on which
dividends are in arrears and as to which similar voting rights have been
conferred, voting as a class, irrespective of series, shall have the right to
elect two directors. Directors so elected by such holders of Preferred Stock
shall continue in office until their successors shall have been elected or
until such time as all accrued and unpaid dividends for all previous dividend
periods and for any current dividend period on all shares of such Preferred
Stock then outstanding shall have been declared and paid or set apart for
payment.
The affirmative vote or consent of the holders of at least a majority of
the outstanding shares of any series of Preferred Stock, voting as a separate
class, will be required for any amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of the Restated Certificate of
Incorporation (or any certificate amendatory thereof or supplemental thereto
relating to any series of the Preferred Stock) which will adversely affect the
powers, preferences or other special rights of such series of the Preferred
Stock; provided, however, that any increase in the number of the authorized
shares of Preferred Stock, or the creation and issuance of any other class or
series of preferred stock, or any increase in the number of authorized shares
of any preferred stock of any class or series, in each case ranking on a parity
with or junior to the Preferred Stock with respect to the payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up of
the affairs of NYNEX will not be deemed to adversely affect such powers,
preferences or other special rights. The affirmative vote or consent of the
holders of shares representing at least a majority of the voting power of the
outstanding shares of any series of Preferred Stock and any other series of
preferred stock of NYNEX ranking on a parity with such series of the Preferred
Stock as to dividends or upon liquidation, voting as a single class without
regard to series, will be required to authorize, effect or validate (i) the
creation, authorization or issuance of, (ii) the reclassification of any
authorized stock of NYNEX into, or (iii) the creation, authorization or
issuance of, any obligation or security convertible into or evidencing the
right to purchase, any additional class or series of stock ranking prior to
such series of the Preferred Stock as to dividends or upon liquidation.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities of NYNEX are to be issued under an Indenture dated as
of March 1, 1990, as supplemented by a First Supplemental Indenture,
dated as of December 1, 1994, and as the
same may be further amended or supplemented (the "Indenture"), from NYNEX to
Marine Midland Bank, as Trustee (the "Trustee"). Copies of the Indenture and
any amendments or supplements are filed or incorporated by reference as
exhibits to the Registration Statement. The following description summarizes
certain provisions of the Debt Securities and the Indenture and is subject to
the detailed provisions of the Debt Securities and the Indenture. The
following description, together with any description of the terms of a series
of Debt Securities set forth in any Prospectus Supplement, summarizes all of
the material terms of such series of Debt Securities. Whenever any particular
section of the Indenture or any term defined therein is referred to, such
section or definition is incorporated herein by reference, and the statement in
connection with which such reference is made is qualified in its entirety by
such reference.
General
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that additional Debt Securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Board of Directors. Reference is made to the Prospectus
Supplement for the following terms of the particular series of Debt Securities
being offered thereby: (i) the title and aggregate principal amount of the
series; (ii) whether such Debt Securities are issuable as Registered
Securities, Bearer Securities or both; (iii) the maturity dates or the manner
of determination thereof; (iv) the interest rate or rates or the manner of
determination thereof and the dates on and manner in which, including record
dates, interest shall be paid; (v) the places for payments on, registration of
transfer of, or surrender for exchange of, such Debt Securities; (vi) the
periods within which, prices at which, the currency or currency unit in which,
and the other terms and conditions upon which, such Debt Securities may be
redeemed at the option of NYNEX; (vii) the obligation, if any, of NYNEX to
redeem or purchase such Debt Securities pursuant to any sinking fund or
analogous provision, or at the option of the holder thereof, and any related
periods, prices, currency or currency unit and other terms and conditions for
any such redemption or purchase; (viii) the minimum denominations if other than
$1,000, in the case of Registered Securities, and $5,000, in the case of Bearer
Securities; (ix) the amount payable upon acceleration, if other than the
principal amount of such Debt Securities; (x) any Events of Default and
covenants, whether or not consistent with the Events of Default or covenants
set forth in the Indenture; (xi) any Trustee other than Marine Midland Bank;
(xii) if other than U.S. dollars, the currency or currency unit (including any
composite currency) for payments on such Debt Securities or in which such Debt
Securities shall be denominated; (xiii) whether NYNEX or the holder of such
Debt Security may elect to change the currency or currency unit of payment, the
periods within which such election may be made, and the terms and conditions of
and the manner for determining the exchange rate relating to any such election;
(xiv) the designation of any agent of NYNEX for purposes of making
determinations or calculations with respect to such Debt Securities or
otherwise; (xv) the manner, if applicable, for determining payments on such
Debt Securities if payments on such Debt Securities are to be determined by
reference to the relationship between two or more currencies or composite
currencies, to the price of one or more specified securities or commodities or
to one or more securities or commodities exchange indices or other indices or
by other similar methods or formulas ("Indexed Securities"); (xvi) any
provisions for satisfaction and discharge of the Indenture with respect to such
Debt Securities if other than as provided in the Indenture; (xvii) the date of
any Bearer Securities or any Global Security if other than the date of original
issuance of the first of such Debt Securities, if any; (xviii) the application,
if any, to such Debt Securities of the provisions described below under
"Payment of Additional Amounts" and "Defeasance - Defeasance of Certain
Covenants and Certain Events of Default," and, if applicable, any additional
covenants provided for such Debt Securities with which NYNEX may omit
compliance pursuant to the provisions described below in the second paragraph
under "Meetings, Modification and Waiver" or upon exercise of the option
described below under "Defeasance - Defeasance of Certain Covenants and Certain
Events of Default"; (xix) whether any Global Securities shall be issued,
whether in whole or part or in permanent or temporary form, and any related
Depositary, Global Exchange Agent and Exchange Date; (xx) the circumstances for
any exchange of temporary Global Securities for definitive securities, whether
such securities will be Registered Securities or Bearer Securities and the
terms and conditions relating to the payment of interest to any clearing
organization; (xxi) applicable subordination provisions, if any; (xxii) if
NYNEX has the option of making any scheduled payment on such Debt Securities in
either of two currencies ("Dual Currency Securities"), the two currencies in
either of which such payments may be made, and any other special terms with
respect to such Dual Currency Securities; (xxiii) if interest and principal on
such Debt Securities are payable according to an amortization schedule
("Amortizing Securities"), such amortization schedule, and any other special
terms with respect to such Amortizing Securities; (xxiv) whether such Debt
Securities shall be convertible into, or exchangeable for, securities of NYNEX
or another person; and (xxv) any other terms of such Debt Securities not
inconsistent with the Indenture. (Section 301)
The Debt Securities will be unsecured and, unless otherwise specified in
the applicable Prospectus Supplement, will rank equally with NYNEX's other
unsecured senior indebtedness. Such Prospectus Supplement will also set forth
as of the date of NYNEX's most recent balance sheet the aggregate principal
amount of other indebtedness of NYNEX, if any, which ranks senior to, or
equally with, such series of Debt Securities.
If the purchase price of any of the Debt Securities is denominated in one
or more foreign currencies or currency units, including any composite currency
(each a "Foreign Currency"), or if the principal of (and premium, if any) or
interest, if any, on any series of Debt Securities is payable in one or more
Foreign Currencies, the restrictions, elections, tax consequences, specific
terms and other information with respect to such issue of Debt Securities and
such Foreign Currencies will be set forth in the applicable Prospectus
Supplement relating thereto.
Some of the Debt Securities may be issued as Discounted Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any Discounted Securities will be described in the
Prospectus Supplement relating thereto.
Denominations, Registration and Transfer
The Debt Securities of a series will be issuable as Registered Securities,
Bearer Securities or both. Debt Securities of a series may be issuable in the
form of one or more Global Securities, as described below under "Global
Securities." Unless otherwise provided in an applicable Prospectus Supplement
with respect to a series of Debt Securities, Registered Securities denominated
in U.S. dollars will be issued only in denominations of $1,000 or any integral
multiple thereof and Bearer Securities denominated in U.S. dollars will be
issued only in denominations of $5,000 with coupons attached. A Global Security
will be issued in a denomination equal to the aggregate principal amount of
Outstanding Debt Securities of the series represented by such Global Security.
The Prospectus Supplement relating to a series of Debt Securities denominated
in a Foreign Currency will specify the denominations thereof. (Sections 201,
301, 302 and 305)
In connection with its sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury regulations
(generally, the first 40 days after the closing date and, with respect to
unsold allotments, until sold), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States (as defined below under
"Limitations on Issuance of Bearer Securities"), and any such Bearer Security
(other than a temporary Global Security in bearer form) may be delivered only
if the person entitled to receive such Bearer Security furnishes written
certification, in the form required by the Indenture, to the effect that such
Bearer Security is not being acquired by or on behalf of a United States person
(as defined below under "Limitations on Issuance of Bearer Securities"), or, if
a beneficial interest in such Bearer Security is being acquired by or on behalf
of a United States person, that such United States person is a person described
in Section 1.163-5(c)(2)(i)(D)(6) of the United States Treasury regulations or
is a financial institution who has purchased such Bearer Security for resale
during the restricted period and who certifies that it has not acquired such
Bearer Security for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions. See
"Global Securities" and "Limitations on Issuance of Bearer Securities."
Generally, Registered Securities of any series will be exchangeable for
other Registered Securities of the same series and of a like aggregate
principal amount and tenor of different authorized denominations. In addition,
if Debt Securities of any series are issuable as both Registered Securities and
as Bearer Securities, at the option of the holder upon request confirmed in
writing, and subject to the terms of the Indenture, Bearer Securities (with all
unmatured coupons, except as provided below, and all matured coupons in
default) of such series will be exchangeable for Registered Securities of the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Unless otherwise indicated in an applicable Prospectus
Supplement, any Bearer Security surrendered in exchange for a Registered
Security between a Regular Record Date or a Special Record Date and the
relevant date for payment of interest will be surrendered without the coupon
relating to such date for payment of interest and interest will not be payable
on such date for payment of interest in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
holder of such coupon when due in accordance with the terms of the Indenture.
(Section 305) Except as provided in an applicable Prospectus Supplement, Bearer
Securities will not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the Security Registrar or at the office of any transfer agent
designated by NYNEX for such purpose with respect to any series of Debt
Securities and referred to in the applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the Indenture. Such transfer or exchange will be effected upon the
Security Registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request.
NYNEX has initially appointed the Trustee as Security Registrar under the
Indenture. (Section 305) If a Prospectus Supplement refers to any transfer
agent (in addition to the Security Registrar) initially designated by NYNEX
with respect to any series of Debt Securities, NYNEX may at any time rescind
the designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that, if Debt Securities of
a series are issuable only as Registered Securities, NYNEX will be required to
maintain a transfer agent in each Place of Payment for such series and, if Debt
Securities of a series are issuable as Bearer Securities, NYNEX will be
required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. NYNEX
may at any time designate additional transfer agents with respect to any series
of Debt Securities. (Section 1002)
In the event of any redemption in part, NYNEX shall not be required to (i)
issue, register the transfer of or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Debt Securities of that series
selected to be redeemed and ending at the close of business on (A) if Debt
Securities of the series are issuable only as Registered Securities, the day of
mailing of the relevant notice of redemption and (B) if Debt Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if Debt Securities of that series are
also issuable as Registered Securities and there is no publication, the mailing
of the relevant notice of redemption; (ii) register the transfer of or exchange
any Registered Security, or portion thereof, called for redemption; or (iii)
exchange any Bearer Security called for redemption, except to exchange such
Bearer Security for a Registered Security of that series and like tenor which
is immediately surrendered for redemption, except as provided with respect to
redemptions discussed under "Tax Redemption; Special Tax Redemption." (Section
305)
Payment and Paying Agents
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security) will be made at the office of such
Paying Agent or Paying Agents as NYNEX may designate from time to time, except
that at the option of NYNEX, payment of any interest may be made (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by transfer to an account maintained by
the payee with a bank located inside the United States. (Sections 305, 307 and
1002) Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on Registered Securities will be made to
the Person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest payment; provided,
however, that interest, if any, payable at maturity or upon earlier redemption
or repayment shall be payable to the Person to whom principal shall be payable.
(Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest, if any, on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as NYNEX may
designate from time to time, except that at the option of NYNEX, payment of any
interest may be made by transfer to an account maintained by the payee outside
the United States. (Sections 307 and 1002) Unless otherwise indicated in an
applicable Prospectus Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. (Section 1001) No payment of interest
on a Bearer Security will be made unless on the earlier of the date of the
first such payment by NYNEX or the date of delivery by NYNEX of a definitive
Bearer Security, including a permanent Global Security, a written
certification, in the form required by the Indenture, is provided to NYNEX
stating that on such date the Bearer Security is not owned by or on behalf of a
United States person (as defined below under "Limitations on Issuance of Bearer
Securities"), or, if a beneficial interest in such Bearer Security is being
acquired by or on behalf of a United States person, that such United States
person is a person described in Section 1.163-5(c)(2)(i)(D)(6) of the United
States Treasury regulations or is a financial institution who has purchased
such Bearer Security for resale during the restricted period and who certifies
that it has not acquired such Bearer Security for purposes of resale directly
or indirectly to a United States person or to a person within the United States
or its possessions. No payment with respect to any Bearer Security will be made
at any office or agency of NYNEX in the United States or by check mailed to any
address in the United States or by transfer to an account maintained in the
United States. Payments will not be made in respect of Bearer Securities or
coupons appertaining thereto pursuant to presentation to NYNEX or its
designated Paying Agents within the United States or any other demand for
payment to NYNEX or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and premium, if any)
and interest, if any, on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of NYNEX's Paying Agent in the United States
if, and only if, payment of the full amount thereof in U.S. dollars at all
offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions. (Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in the City of New York will be designated as
NYNEX's sole Paying Agent for payments with respect to Debt Securities which
are issuable solely as Registered Securities. Any Paying Agents outside the
United States and any other Paying Agents in the United States initially
designated by NYNEX for the Debt Securities will be named in the related
Prospectus Supplement. NYNEX may at any time designate additional Paying Agents
or rescind the designation of any Paying Agents or approve a change in the
office through which any Paying Agent acts, except that, if Debt Securities of
a series are issuable only as Registered Securities, NYNEX will be required to
maintain a Paying Agent in each Place of Payment for such series, and if the
Debt Securities of a series may be issuable as Bearer Securities, NYNEX will be
required to maintain (i) a Paying Agent in a Place of Payment for that series
in the United States for payments with respect to any Registered Securities of
that series (and for payments with respect to Bearer Securities of that series
in the circumstances described above, but not otherwise), (ii) a Paying Agent
in a Place of Payment located outside the United States where Debt Securities
of such series and any coupons appertaining thereto may be presented and
surrendered for payment; provided that if the Debt Securities of such series
are listed on the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, NYNEX will
maintain a Paying Agent in Luxembourg or any other required city located
outside the United States, as the case may be, for the Debt Securities of such
series, and (iii) a Paying Agent in a Place of Payment located outside the
United States where (subject to applicable laws) Registered Securities of such
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon NYNEX may be served. (Section 1002)
All moneys paid by NYNEX to a Paying Agent for the payment of principal of
(and premium, if any) and interest, if any, on any Debt Security which remain
unclaimed at the end of three years after such principal, premium or interest
shall have become due and payable will be repaid to NYNEX, and the holder of
such Debt Security or any coupon will thereafter look only to NYNEX for payment
thereof. (Section 1003)
Global Securities
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the Prospectus Supplement relating to such
series. Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form. Unless and until it is exchanged for
Registered Securities in definitive form, a temporary Global Security
representing all or a part of the Registered Securities of a series may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.
(Section 305)
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. NYNEX anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit the accounts of persons held with it with
the respective principal amounts of the Debt Securities represented by such
Global Security. Such accounts shall be designated by the underwriters or
agents with respect to such Debt Securities or by NYNEX if such Debt Securities
are offered and sold directly by NYNEX. Ownership of beneficial interests in a
Global Security will be limited to persons that have accounts with the
Depositary for such Global Security or its nominee ("participants") or persons
that may hold interests through participants. Ownership of beneficial interests
in such Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary or its
nominee (with respect to interests of participants) and on the records of
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debt Securities of such series in definitive form and will not be considered
the owners or holders thereof under the Indenture governing such Debt
Securities.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither NYNEX, the Trustee
for such Debt Securities, any Paying Agent nor the Security Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
NYNEX expects that the Depositary for a series of Debt Securities or its
nominee, upon receipt of any payment of principal, premium or interest, will
credit immediately participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. NYNEX also expects that payments by participants to
owners of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the responsibility of such
participants. Receipt by owners of beneficial interests in a temporary Global
Security of payments in respect of such temporary Global Security will be
subject, in the case of a temporary Global Security in which interests are
exchangeable for Bearer Securities, to the furnishing of the certificate
described above under "Payment and Paying Agents."
If a Depositary for a series of Debt Securities is at any time unwilling
or unable to continue as depositary or is no longer eligible to act as
depositary under the Indenture, and a successor depositary is not appointed by
NYNEX within 90 days, NYNEX will issue Debt Securities of such series in
definitive form in exchange for the entire Global Security representing such
series of Debt Securities. In addition, NYNEX may at any time and in its sole
discretion determine not to have the Registered Securities of a series
represented by a Global Security and, in such event, will issue Registered
Securities of such series in definitive form in exchange for the Global
Security representing such series of Registered Securities. Further, if NYNEX
so specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing Debt Securities of such
series may, on terms acceptable to NYNEX and the Depositary for such Global
Security, receive Debt Securities of such series in definitive form. In any
such instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of Debt Securities of the
series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name (if
the Debt Securities of such series are issuable as Registered Securities). Debt
Securities of such series so issued in definitive form will be issued (a) as
Registered Securities in denominations, unless otherwise specified by NYNEX, of
$1,000 or any integral multiple of $1,000 if the Debt Securities of such series
are issuable as Registered Securities, (b) as Bearer Securities in the
denomination, unless otherwise specified by NYNEX, of $5,000 if the Debt
Securities of such series are issuable as Bearer Securities or (c) as either
Registered or Bearer Securities, if the Debt Securities of such series are
issuable in either form. (Section 305) Notwithstanding the foregoing, no Bearer
Security in definitive form (including an interest in a permanent Global
Security in bearer form) will be delivered unless the beneficial owner thereof
has provided the certificate described above under "Payment and Paying Agents."
Limitations on Issuance of Bearer Securities
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered, or sold during the restricted period (as defined
under "Denominations, Registration and Transfer") or delivered in connection
with their sale during the restricted period in the United States or its
possessions or to United States persons (each as defined below) except to the
extent permitted under Section 1.163-5(c)(2)(i)(D) of the United States
Treasury regulations (the "D Rules"), and any underwriters, agents and dealers
participating in the offering of Debt Securities must agree that they will not
offer for sale or resale, or sell Bearer Securities in the United States or its
possessions or to United States persons, except to the extent permitted under
the D Rules, nor deliver Bearer Securities within the United States.
Bearer Securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code." Under Sections 165(j) and 1287(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), holders that are United States
persons (as defined below), with certain exceptions, will not be entitled to
deduct any loss on Bearer Securities and must treat as ordinary income any gain
realized on the sale or other disposition (including the receipt of principal)
of Bearer Securities.
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including the
States and the District of Columbia), and its "possessions" which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
Northern Mariana Islands. The term "United States Alien" means any corporation,
partnership, individual or fiduciary that is, for United States federal income
tax purposes, a foreign corporation, a nonresident alien individual, a
nonresident fiduciary of a foreign estate or trust, or a foreign partnership
one or more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust.
Lien On Assets
If at any time, NYNEX mortgages, pledges, or otherwise subjects to any
lien the whole or any part of any property or assets now owned or hereafter
acquired by it, except as hereinafter provided, NYNEX will secure the
outstanding Debt Securities, and any other benefit of a covenant similar in
effect to this covenant, equally and ratably with the indebtedness or
obligations secured by such mortgage, pledge, or lien, for as long as any such
indebtedness or obligation is so secured. The foregoing covenant does not apply
to the creation, extension, renewal or refunding of purchase-money mortgages or
liens, or other liens to which any property or asset acquired by NYNEX is
subject as of the date of its acquisition by NYNEX or to the making of any
deposit or pledge to secure public or statutory obligations or with any
governmental agency at any time required by law in order to qualify NYNEX to
conduct its business or any part thereof or in order to entitle it to maintain
self-insurance or to obtain the benefits of any law relating to workers'
compensation, unemployment insurance, old age pensions or other social
security, or with any court, board, commission, or governmental agency as
security incident to the proper conduct of any proceeding before it. Nothing
contained in the Indenture prevents any Person other than NYNEX from
mortgaging, pledging, or subjecting to any lien any of its property or assets,
whether or not acquired by such Person from NYNEX. (Section 1009)
Tax Redemption; Special Tax Redemption
If and to the extent specified in an applicable Prospectus Supplement, the
Debt Securities of a series will be subject to redemption at any time, as a
whole but not in part, at a redemption price equal to the principal amount
thereof together with accrued and unpaid interest to the date fixed for
redemption, upon publication of a notice as described below, if (x) NYNEX
determines that (a) as a result of any change in or amendment to the laws (or
any regulations or rulings promulgated thereunder) of the United States or of
any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding application or
interpretation of such laws, regulations or rulings (including a holding by a
court of competent jurisdiction), which change or amendment is announced or
becomes effective on or after a date specified in the applicable Prospectus
Supplement, NYNEX has or will become obligated to pay, on the next succeeding
Interest Payment Date, additional amounts with respect to any Debt Security of
such series as described below under "Payment of Additional Amounts" or (b) on
or after a date specified in the applicable Prospectus Supplement, any action
has been taken by any taxing authority of, or any decision has been rendered by
a court of competent jurisdiction in, the United States or any political
subdivision or taxing authority thereof or therein, including any of those
actions specified in (a) above, whether or not such action was taken or
decision was rendered with respect to NYNEX, or any change, amendment,
application or interpretation shall be officially proposed, which, in any such
case, in the opinion of legal counsel to NYNEX, will result in a material
probability that NYNEX will become obligated to pay additional amounts with
respect to any Debt Security of such series on the next succeeding Interest
Payment Date, and (y) in any such case NYNEX in its business judgment
determines that such obligation cannot be avoided by the use of reasonable
measures available to NYNEX. (Section 1108)
If NYNEX shall determine that any payment made outside the United States
by NYNEX or any Paying Agent of principal or interest due in respect of any
Bearer Security (an "Affected Security") or any coupon appertaining thereto
would, under any present or future laws or regulations of the United States, be
subject to any certification, information or other reporting requirement of any
kind, the effect of which requirement is the disclosure to NYNEX, any Paying
Agent or any governmental authority of the nationality, residence or identity
(as distinguished from, for example, status as a United States Alien) of a
beneficial owner of such Affected Security of such series or coupon who is a
United States Alien (other than such a requirement which (a) would not be
applicable to a payment made (i) directly to the beneficial owner or (ii) to a
custodian, nominee or other agent of the beneficial owner, (b) can be satisfied
by such custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien, provided that in each case referred
to in items (a)(ii) and (b), payment by such custodian, nominee or other agent
to such beneficial owner is not otherwise subject to any such requirement
(other than a requirement which is imposed on a custodian, nominee or other
agent described in (d) of this sentence), (c) would not be applicable to a
payment made by at least one other Paying Agent of NYNEX or (d) is applicable
to a payment to a custodian, nominee or other agent of the beneficial owner who
is a United States person, a controlled foreign corporation for United States
tax purposes, a foreign person 50% or more of whose gross income for the
three-year period ending with the close of its taxable year preceding the year
of payment is effectively connected with a United States trade or business, or
is otherwise related to the United States), NYNEX shall either (x) redeem the
Affected Securities of such series, as a whole, at a redemption price equal to
the principal amount thereof, together with interest accrued to the date fixed
for redemption, or (y) if the conditions of the next succeeding paragraph are
satisfied, pay the additional amounts specified in such paragraph. NYNEX shall
make such determination and election as soon as practicable and give prompt
notice thereof (the "Determination Notice") stating the effective date of such
certification, information or reporting requirements, whether NYNEX has elected
to redeem the Affected Securities of such series or to pay the additional
amounts specified in the next succeeding paragraph, and (if applicable) the
last date by which the redemption of the Affected Securities of such series
must take place. If NYNEX elects to redeem the Affected Securities of such
series, such redemption shall take place on such date, not later than one year
after the publication of the Determination Notice, as NYNEX shall elect by
notice to the Trustee given not less than 45 nor more than 75 days before the
date fixed for redemption. Notice of such redemption of the Affected Securities
of such series will be given to the holders thereof not less than 30 nor more
than 60 days prior to the date fixed for redemption. Notwithstanding the
foregoing, NYNEX shall not redeem the Affected Securities of such series if
NYNEX subsequently determines, not less than 30 days prior to the date fixed
for redemption, that subsequent payments would not be subject to any such
requirement, in which case NYNEX shall give prompt notice of such determination
and any earlier redemption notice shall be revoked and of no further effect.
The right of the holders of Affected Securities called for redemption to
exchange such Affected Securities for Registered Securities (which Registered
Securities will remain outstanding following such redemption) will terminate on
the fifteenth day prior to the date fixed for redemption, and no further
exchanges of Affected Securities for Registered Securities shall be permitted
unless NYNEX shall have made the subsequent determination and given the notice
referred to in the preceding sentence. (Section 1108)
If and so long as the certification, information or other reporting
requirements referred to in the preceding paragraph would be fully satisfied by
payment of a withholding tax, backup withholding tax or similar charge, NYNEX
may elect to pay such additional amounts as may be necessary so that every net
payment made outside the United States following the effective date of such
requirements by NYNEX or any Paying Agent of principal (or premium, if any) or
interest, if any, due in respect of any Affected Security of such series or any
coupon to a holder who certifies that the beneficial owner is a United States
Alien (but without any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to NYNEX, any Paying Agent or any
governmental authority), after deduction or withholding for or on account of
such withholding tax, backup withholding tax or similar charge (other than a
withholding tax, backup withholding tax or similar charge which (a) is the
result of a certification, information or other reporting requirement described
in the second parenthetical clause of the first sentence of the preceding
paragraph or (b) is imposed as a result of presentation of such Affected
Security or coupon for payment more than 10 days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Affected Security or coupon to be then due and payable. In the event NYNEX
elects to pay such additional amounts, NYNEX will have the right, at its sole
option, at any time, to redeem the Affected Securities of such series as a
whole, but not in part, at a redemption price equal to the principal amount
thereof, together with accrued and unpaid interest to the date fixed for
redemption. If NYNEX has made the determination described in the preceding
paragraph with respect to certification, information or other reporting
requirements applicable only to interest and subsequently makes a determination
in the manner and of the nature referred to in such preceding paragraph with
respect to such requirements applicable to principal, NYNEX will redeem the
Affected Securities of such series in the manner and on the terms described in
the preceding paragraph unless NYNEX elects to have the provisions of this
paragraph apply rather than the provisions of the immediately preceding
paragraph. If in such circumstances the Affected Securities of such series are
to be redeemed, NYNEX shall have no obligation to pay additional amounts
pursuant to this paragraph with respect to principal (or premium, if any) or
interest, if any, accrued and unpaid after the date of the notice of such
determination indicating such redemption, but will be obligated to pay such
additional amounts with respect to interest accrued and unpaid to the date of
such determination. If NYNEX elects to pay additional amounts pursuant to this
paragraph and the condition specified in the first sentence of this paragraph
should no longer be satisfied, then NYNEX shall promptly redeem such Affected
Securities in whole but not in part. (Section 1108)
In the event that NYNEX elects or is required to redeem the Debt
Securities of such series pursuant to the provisions set forth in the preceding
three paragraphs, NYNEX shall deliver to the Trustee a certificate, signed by
an authorized officer, stating that NYNEX is entitled to redeem the Debt
Securities of such series pursuant to their terms.
Notice of intention to redeem the Debt Securities of such series and all
other notices in accordance with the provisions of the preceding paragraphs
will be given in accordance with "Notices" below. In the case of a redemption,
notice will be given once not more than 60 nor less than 30 days prior to the
date fixed for redemption and will specify the date fixed for redemption.
Payment of Additional Amounts
If and to the extent specified in an applicable Prospectus Supplement,
NYNEX will, subject to the exceptions and limitations set forth below, pay to
the holder of any Debt Security or coupon who is a United States Alien such
additional amounts as may be necessary in order that every net payment on such
Debt Security or coupon, after withholding by NYNEX or any of its Paying Agents
for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in such
Debt Security or in such coupon to be then due and payable. However, NYNEX will
not be required to make any payment of additional amounts for or on account of:
(1) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such holder (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such holder, if such
holder is an estate or trust, or a member or shareholder of such holder,
if such holder is a partnership or corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being or
having been a citizen, resident or treated as a resident thereof or being
or having been engaged in a trade or business or present therein or having
or having had a permanent establishment therein, or (ii) such holder's
present or former status as a personal holding company, foreign personal
holding company, controlled foreign corporation or passive foreign
investment company with respect to the United States or as a corporation
that accumulates earnings to avoid United States federal income tax;
(2) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the holder of such Debt
Security or coupon for payment on a date more than 10 days after the date
on which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(3) any estate, inheritance, gift, sales, transfer, personal
property tax or any similar tax, assessment or other governmental charge;
(4) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment on a Debt Security or coupon
if such payment can be made without such withholding by at least one other
Paying Agent;
(5) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from a payment on a Debt Security or coupon;
(6) any tax, assessment or other governmental charge imposed on a
holder of a Debt Security or coupon that actually or constructively owns
10% or more of the total combined voting power of all classes of stock of
NYNEX entitled to vote within the meaning of Section 871(h)(3) of the Code
or that is a controlled foreign corporation related to NYNEX through stock
ownership;
(7) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification,
information, documentation or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or beneficial owner of a Debt Security or coupon, if such
compliance is required by statute, or by regulation of the United States,
as a precondition to relief or exemption from such tax, assessment or
other governmental charge;
(8) any tax, assessment or other governmental charge imposed on the
holder of a Debt Security or a coupon as a result of Section 881(c)(3)(A)
of the Code (relating to banks receiving interest on an extension of
credit made pursuant to a loan agreement entered into in the ordinary
course of business); or
(9) any combination of items (1), (2), (3), (4), (5), (6), (7) and
(8);
nor will additional amounts be paid with respect to any payment on a Debt
Security or coupon to a holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income for federal income tax purposes of a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to payment
of the additional amounts had such beneficiary, settlor, member or beneficial
owner been the holder of such Debt Security or coupon. (Section 1004)
Mergers and Sales of Assets by NYNEX
NYNEX may consolidate with or merge into any other corporation, and NYNEX
may sell or transfer all or substantially all of its assets to another
corporation, provided, among other things, that (a) the corporation formed by
or resulting from any such consolidation or merger or the transferee of such
assets shall be a corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and shall
expressly assume by supplemental indenture payment of the principal of (and
premium, if any) and interest, if any, on the Debt Securities and the
performance and observance of the Indenture, (b) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing, and (c) certain other conditions are met. (Section 801)
Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of NYNEX substantially as an entirety in accordance with
the preceding paragraph, the successor corporation formed by such consolidation
or into which NYNEX is merged or to which such conveyance or transfer is made
shall be substituted for NYNEX with the same effect as if such successor
corporation had been named as NYNEX. Thereafter NYNEX shall be relieved of all
obligations and covenants under the Indenture and NYNEX may thereupon or any
time thereafter be dissolved, wound up, or liquidated. (Section 802)
Events of Default
The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities: (i) default in the payment of any
installment of interest on any Debt Securities of such series and any related
coupons for 30 days after becoming due; (ii) default in the payment of the
principal of (or premium, if any, on) any Debt Securities of such series when
due; (iii) default in the performance of any other covenant for 90 days after
notice; (iv) certain events of bankruptcy, insolvency or reorganization; and
(v) any other Event of Default provided in the terms of the Debt Securities of
such series, any such other Event of Default to be described in the applicable
Prospectus Supplement. (Section 501) If an Event of Default shall occur and be
continuing with respect to a series of Debt Securities, either the Trustee or
the holders of at least 25% in principal amount of the outstanding Debt
Securities of such series may declare the entire principal amount (or, in the
case of Discounted Securities, Dual Currency Securities or Indexed Securities,
such lesser amount as may be provided for in such Discounted Securities, Dual
Currency Securities or Indexed Securities) of all the Debt Securities of such
series to be immediately due and payable. (Section 502)
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series of Debt Securities,
give the holders of the Debt Securities of such series notice of such default
known to it (the term default to mean the events specified above without grace
periods); provided that, except in the case of a default in the payment of
principal of (or premium, if any) or interest, if any, on any of the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interest of the holders of the Debt Securities of such series. (Section
602)
NYNEX is required to furnish the Trustee annually a statement by certain
officers of NYNEX to the effect that to the best of their knowledge NYNEX is
not in default in the fulfillment of any of its obligations under the Indenture
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default. (Section 1007)
The holders of a majority in principal amount of a particular series of
Debt Securities outstanding have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to such series or exercising any trust or
power conferred on the Trustee, and to waive certain defaults. (Sections 512
and 513) The Indenture provides that in case an Event of Default shall occur
and be continuing, the Trustee shall exercise such of its rights and powers
under the Indenture, and use the same degree of care and skill in its exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs. (Section 601) Subject to such provisions, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of the Debt Securities unless
they shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request. (Section 603) The Debt Securities will be governed by and
construed in accordance with the laws of the State of New York. Courts in the
United States customarily have not rendered judgments for money damages
denominated in any currency other than U.S. dollars. Under New York law, any
judgment with respect to a Debt Security or any related coupon denominated in a
Foreign Currency will be rendered in such Foreign Currency and converted into
U.S. dollars at a rate of exchange prevailing on the date of entry of the
judgment or decree. In the event an action based on Debt Securities or related
coupons denominated in a Foreign Currency were commenced in a court in the
United States outside New York, the currency of judgment and/or applicable
exchange rate may differ. The Indenture provides that if it is necessary for
the purpose of obtaining a judgment in any court to convert any currency into
any other currency, such conversion shall be made at a rate of exchange
prevailing on the date NYNEX makes payment to any person in satisfaction of the
judgment. If pursuant to any judgment, conversion is to be made on a date other
than the payment date, the Indenture provides that NYNEX shall pay any
additional amounts necessary to indemnify such person for any change between
the rate of exchange prevailing on the payment date and the rate of exchange
prevailing on such other date. NYNEX will not, however, be required to pay more
in the currency or currency unit due under such Debt Security or coupon at the
spot rate prevailing when payment is made than the amount of currency or
currency unit stated to be due under such Debt Security or coupon, and NYNEX
will be entitled to withhold (or be reimbursed for, as the case may be) any
excess of the amount actually realized upon any such conversion over the amount
due and payable on the date of payment. (Section 516)
Defeasance
Satisfaction and Discharge. Except as may otherwise be set forth in the
Prospectus Supplement relating to a series of Debt Securities, the Indenture
provides that NYNEX shall be discharged from its obligations under the Debt
Securities of such series (with certain exceptions) at any time prior to the
Stated Maturity or redemption thereof when (a) NYNEX has irrevocably deposited
with the Trustee, in trust, (i) sufficient funds in the currency, currencies,
currency unit or units in which the Debt Securities of such series are payable
to pay the principal of (and premium, if any) and interest, if any, to Stated
Maturity (or redemption) on, the Debt Securities of such series, or (ii) such
amount of direct obligations of, or obligations the principal of (and premium,
if any) and interest, if any, on which are fully guaranteed by, the government
which issued the currency, and are payable in the currency, in which the Debt
Securities of such series are payable, and which are not subject to prepayment,
redemption or call, as will, together with the predetermined and certain income
to accrue thereon without consideration of any reinvestment thereof, be
sufficient to pay when due the principal of (and premium, if any) and interest,
if any, to Stated Maturity (or redemption) on, the Debt Securities of such
series, or (iii) any combination of funds or government obligations referred to
in (i) or (ii), (b) NYNEX has paid all other sums payable with respect to the
Debt Securities of such series and (c) certain other conditions are met. Upon
such discharge, the holders of the Debt Securities of such series shall no
longer be entitled to the benefits of the Indenture, except for certain rights,
including registration of transfer and exchange of the Debt Securities of such
series and replacement of mutilated, destroyed, lost or stolen Debt Securities,
and shall look only to such deposited funds or obligations. (Sections 401 and
403)
To effect the discharge described in the preceding paragraph, NYNEX is
required to deliver to the Trustee an opinion of legal counsel (which may be
based on a ruling from or published by the Internal Revenue Service), to the
effect that such discharge will not cause holders of Debt Securities to
recognize income, gain or loss for United States federal income tax purposes,
and that such holders of Debt Securities will be subject to United States
federal income tax on the same amount and in the same manner and at the same
time as would have been the case if such discharge had not occurred.
Defeasance of Certain Covenants and Certain Events of Default. If the
terms of the Debt Securities of any series so provide, NYNEX may omit to comply
with the restrictive covenants in Section 801 (Consolidation, Merger,
Conveyance or Transfer), Section 1009 (Lien on Assets) and, if so provided in
the terms of the Debt Securities of any series and specified in the applicable
Prospectus Supplement, any other covenant provided for the Debt Securities of
such series, and any such omission to comply with respect to such covenants
shall not be an Event of Default with respect to such Debt Securities, if (a)
NYNEX deposits or causes to be deposited with the Trustee for such Debt
Securities in trust an amount of (i) cash in the currency or currency unit in
which such Debt Securities are payable (except as otherwise specified with
respect to such Debt Securities), (ii) government obligations of the type
referred to under "Satisfaction and Discharge" or (iii) a combination of such
cash and government obligations, which amount, in the case of (ii) or (iii),
together with the predetermined and certain income to accrue on any such
government obligations when due (without the consideration of any reinvestment
thereof), is sufficient to pay and discharge when due such Debt Securities and
any related coupons for unpaid principal (and premium, if any) and interest, if
any, to the Stated Maturity or any Redemption Date, as the case may be and (b)
certain other conditions are met. The obligations of NYNEX under the Indenture
and the Debt Securities other than with respect to the covenants referred to
above shall remain in full force and effect. (Section 1011)
In the event NYNEX exercises its option to omit to comply with certain
covenants of the Indenture with respect to the Debt Securities of any series as
described above and the Debt Securities of such series are declared due and
payable because of the occurrence of any Event of Default, the amount of cash
and/or government obligations on deposit with the Trustee will be sufficient to
pay amounts due on the Debt Securities of such series on their Stated Maturity
or Redemption Date, but may not be sufficient to pay amounts due on such Debt
Securities at the time of the acceleration resulting from such Event of
Default. However, NYNEX shall remain liable for such payments.
Meetings, Modification and Waiver
Modifications and amendments of the Indenture may be made by NYNEX and the
Trustee with the consent of the holders of more than 50% in principal amount of
the Outstanding Debt Securities of each series issued under the Indenture
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest, if any, on
any Debt Security, (b) reduce the principal amount of (or premium, if any) or
interest, if any, on any Debt Security, (c) change any obligation of NYNEX to
pay additional amounts as set forth under "Payment of Additional Amounts", (d)
reduce the amount of principal of a Discounted Security, an Indexed Security or
a Dual Currency Security payable upon acceleration of the maturity thereof, (e)
change the Place of Payment, (f) change the currency or currency unit of
payment of principal of (or premium, if any) or interest, if any, on any Debt
Security, (g) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or
(h) reduce the percentage in principal amount of Outstanding Debt Securities of
any series, the consent of the holders of which is required for modification or
amendment of the Indenture or for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults. (Section 902)
The holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the holders of all
Debt Securities of that series and any coupons appertaining thereto waive any
past default under the Indenture with respect to that series, except a default
in the payment of the principal of (or premium, if any) and interest, if any,
on any Debt Security of that series or in respect of a provision which under
the Indenture cannot be modified or amended without the consent of the holder
of each Outstanding Debt Security of that series affected. (Section 513) The
holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the holders of all Debt Securities
of such series, waive, insofar as that series is concerned, compliance by NYNEX
with certain restrictive provisions of the Indenture. (Section 1010)
The Indenture contains provisions for convening meetings of the holders of
Debt Securities of a series if Debt Securities of that series are issuable as
Bearer Securities. A meeting may be called at any time by the Trustee, and
also, upon request, by NYNEX or the holders of at least 10% in principal amount
of the Outstanding Debt Securities of such series, in any such case upon notice
given in accordance with "Notices" below. (Section 1402) Any resolution passed
or decision taken at any meeting of holders of Debt Securities of any series
duly held in accordance with the Indenture will be binding on all holders of
Debt Securities of that series and the related coupons. The quorum at any
meeting called to adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount of the
Outstanding Debt Securities of a series. (Section 1404)
Notices
Except as may otherwise be set forth in an applicable Prospectus
Supplement relating to a series of Debt Securities, notices to holders of
Bearer Securities will be given by publication in a daily newspaper in the
English language of general circulation in the City of New York and in London,
and so long as such Bearer Securities are listed on the Luxembourg Stock
Exchange and the Luxembourg Stock Exchange shall so require, in a daily
newspaper of general circulation in Luxembourg or, if not practical, elsewhere
in Western Europe. Such publication is expected to be made in The Wall Street
Journal, the Financial Times and the Luxemburger Wort. Notices to holders of
Registered Securities will be given by mail to the addresses of such holders as
they appear in the Security Register. (Sections 101 and 106)
Title
Title to any Bearer Securities and any coupons appertaining thereto will
pass by delivery. NYNEX, the Trustee and any agent of NYNEX or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon and the
registered owner of any Registered Security as the absolute owner thereof
(whether or not such Debt Security or coupon shall be overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. (Section 308)
Governing Law
The Indenture and the Debt Securities are governed by and construed in
accordance with the laws of the State of New York.
Concerning the Trustee
NYNEX and its subsidiaries have customary banking relationships with
Marine Midland Bank, which is the Trustee under the Indenture.
RISK FACTORS RELATING TO CURRENCIES
Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in the foreign currency markets, the imposition or
modification of foreign exchange controls and potential illiquidity in the
secondary market. These risks will vary depending upon the currency or
currencies involved. These risks will be more fully described in the Prospectus
Supplement relating to any such Debt Securities.
PLAN OF DISTRIBUTION
General
NYNEX may sell the Securities being offered hereby: (i) directly to
purchasers, (ii) through agents, (iii) through underwriters, (iv) through
dealers or (v) through a combination of any such methods of sale.
The distribution of the Securities may be effected from time to time in
one or more transactions either (i) at a fixed price or prices, which may be
changed; (ii) at market prices prevailing at the time of sale; (iii) at prices
related to such prevailing market prices; or (iv) at negotiated prices.
Offers to purchase Securities may be solicited directly by NYNEX or by
agents designated by NYNEX from time to time. Any such agent, which may be
deemed to be an underwriter, as such term is defined in the Securities Act,
involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by NYNEX to
such agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. Agents may be customers of,
engage in transactions with, or perform services for, NYNEX and/or certain
affiliates thereof in the ordinary course of business. An agent may resell a
Security purchased by it as principal to another broker-dealer at a discount.
If an underwriter or underwriters are utilized in the sale, NYNEX will
execute an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in the Prospectus Supplement which will be used by the underwriters
to make resales of the Securities.
Except as otherwise indicated in the applicable Prospectus Supplement, if
a dealer is utilized in the sale of the Securities in respect of which this
Prospectus is delivered, NYNEX will sell such Securities to the dealer, as
principal. The dealer may then resell such Securities to the public at varying
prices to be determined by such dealer at the time of resale.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with NYNEX, to indemnification against, or
contribution with respect to, certain civil liabilities under the Securities
Act.
Each underwriter, dealer and agent participating in the distribution of
any Securities that are issuable as Bearer Securities will agree that it will
not offer, sell or deliver, directly or indirectly, Bearer Securities in the
United States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Debt Securities.
From time to time, underwriters, dealers, direct purchasers and agents and
certain of their affiliates have engaged and may in the future engage in
transactions with and perform services for NYNEX or its subsidiaries in the
ordinary course of business. In connection with any sale of Securities, NYNEX
may enter into various derivative arrangements with such parties or other
eligible counterparties.
Delayed Delivery Arrangements
If so indicated in the Prospectus Supplement, NYNEX will authorize agents
and underwriters to solicit offers by certain institutions to purchase all or a
portion of Securities of any series from NYNEX at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts (the
"Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless NYNEX otherwise agrees, the aggregate principal amount of Securities
sold pursuant to Contracts shall be not less nor more than, the respective
amounts stated in the Prospectus Supplement. Institutions with whom Contracts,
when authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but shall in all cases be subject to the
approval of NYNEX. Contracts will be not subject to any conditions except that
the purchase by an institution of the Securities covered by its Contract shall
not at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which such institution is subject. A commission indicated
in the Prospectus Supplement will be paid to underwriters and agents soliciting
purchases of Securities pursuant to Contracts accepted by NYNEX.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
EXPERTS
The consolidated financial statements and related financial statement
schedules of NYNEX and its subsidiaries included or incorporated by reference
in NYNEX's Annual Report on Form 10-K, as amended, for the year ended December
31, 1993, have been audited by Coopers & Lybrand, L.L.P., independent
accountants, as
set forth in the report of such firm. The consolidated financial statements and
financial statement schedules referred to above are incorporated by reference
herein in reliance upon the report of Coopers & Lybrand given upon the
authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Securities to be offered hereby will be passed upon
for NYNEX by Raymond F. Burke, Executive Vice President and General Counsel of
NYNEX, and for any agent or underwriter, by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425 Lexington Avenue,
New York, New York 10017. Simpson Thacher & Bartlett from time to time has
acted as counsel in certain matters for NYNEX and certain of its subsidiaries.
No dealer, salesperson or
other individual has been
authorized to give any
information or to make any
representations not contained
or incorporated by reference
in this Prospectus Supplement
or the accompanying Prospectus
and, if given or made, such
information or representations
must not be relied upon as NYNEX CORPORATION
having been authorized by
NYNEX or any underwriter, [NYNEX LOGO]
dealer or agent. Neither this
Prospectus Supplement nor the
accompanying Prospectus
constitutes an offer to sell
or a solicitation of an offer
to buy any of the securities __________________
offered hereby or thereby in
any jurisdiction to any person PROSPECTUS
to whom it is unlawful to make
such offer in such __________________
jurisdiction. Neither the
delivery of this Prospectus
Supplement and the
accompanying Prospectus nor
any sale made hereunder or
thereunder shall, under any
circumstances, create any
implication that the
information herein or therein
is correct as of any time
subsequent to the date hereof
or thereof or that there has
been no change in the affairs
of NYNEX since such date.
_________________
Table of Contents
Page
Available Information 2 , 1994
Incorporation of Documents
by Reference 2
NYNEX Corporation 3
Ratio of Earnings to
Fixed Charges 3
Use of Proceeds 4
Description of Common Stock 4
Description of
Preferred Stock 9
Description of
Debt Securities 12
Risk Factors Relating to
Currencies 25
Plan of Distribution 25
Experts 26
Legal Matters 26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $310,347
Rating Agency Fees 243,000*
Printing and Distributing Registration Statement,
Prospectus, Prospectus Supplement, Underwriting
Agreement, Securities and Miscellaneous
Material 60,000*
Accountants' Fees and Expenses 100,000*
Legal Fees and Expenses 50,000*
Blue Sky Fees and Expenses 10,000*
Miscellaneous Expenses 26,400*
Total $799,747
____________________
*Estimated.
Item 15. Indemnification of Directors and Officers.
Section 145, as amended, of the Delaware General Corporation Law provides
that a Delaware corporation may indemnify, among others, its officers,
directors, employees and agents under the circumstances described in the
statute. Article 9, as amended May 6, 1987, of the Restated Certificate of
Incorporation of NYNEX provides for indemnification of NYNEX directors and
officers as follows:
"9.1 The corporation shall indemnify any person who was or is a
party or witness, or is threatened to be made a party or witness, to any
threatened, pending or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of
the corporation), whether civil, criminal, administrative or investigative
(including a grand jury proceeding), by reason of the fact that he or she
(a) is or was a director or officer of the corporation or, (b) as a
director or officer of the corporation, is or was serving at the request
of the corporation as a director, officer, employee, agent, partner or
trustee (or in any similar position) of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, to the
fullest extent authorized or permitted by the General Corporation Law of
Delaware and any other applicable law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such amendment), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding,
or in connection with any appeal thereof; provided, however, that, except
as provided in Section 9.2 of this Article with respect to proceedings to
enforce rights to indemnification, the corporation shall indemnify any
such person in connection with an action, suit or proceeding (or part
thereof) initiated by such person only if the initiation of such action,
suit or proceeding (or part thereof) was authorized by the Board of
Directors. Such right to indemnification shall include the right to
payment by the corporation of expenses incurred in connection with any
such action, suit or proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a
director or officer in advance of the final disposition of such action,
suit or proceeding shall be made only upon delivery to the corporation of
an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article
or otherwise.
9.2 Any indemnification or advancement of expenses required under
this Article shall be made promptly, and in any event within sixty days,
upon the written request of the person entitled thereto. If a
determination by the corporation that the person is entitled to
indemnification pursuant to this Article is required, and the corporation
fails to respond within sixty days to a written request for indemnity, the
corporation shall be deemed to have approved such request. If the
corporation denies a written request for indemnity or advancement of
expenses, in whole or in part, or if payment in full pursuant to such
request is not made within sixty days, the right to indemnification and
advancement of expenses as granted by this Article shall be enforceable by
the person in any court of competent jurisdiction. Such person's costs and
expenses incurred in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such action or
proceeding shall also be indemnified by the corporation. It shall be a
defense to any such action (other than an action brought to enforce a
claim for the advancement of expenses pursuant to this Article where the
required undertaking has been received by the corporation) that the
claimant has not met the standard of conduct set forth in the General
Corporation Law of Delaware, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation (including
the Board of Directors, independent legal counsel or the stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the General
Corporation Law of Delaware, nor the fact that there has been an actual
determination by the corporation (including the Board of Directors,
independent legal counsel or the stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.
9.3 The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person. Any repeal or modification
of the provisions of this Article 9 shall not affect any obligations of
the corporation or any rights regarding indemnification and advancement of
expenses of a director, officer, employee or agent with respect to any
threatened, pending or completed action, suit or proceeding for which
indemnification or the advancement of expenses is requested, in which the
alleged cause of action accrued at any time prior to such repeal or
modification.
9.4 The corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise against any liability asserted against him or her
and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this
Article, the General Corporation Law of Delaware or otherwise.
9.5 If this Article or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each director and officer of the corporation
as to expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including, without limitation, a grand
jury proceeding and an action, suit or proceeding by or in the right of
the corporation, to the fullest extent permitted by any applicable portion
of this Article that shall not have been invalidated, by the General
Corporation Law of Delaware or by any other applicable law."
Substantially identical indemnification provisions are contained in
NYNEX's By-Laws.
The directors and officers of NYNEX are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act of 1933, which might be incurred by them in such
capacities and against which they cannot be indemnified by NYNEX.
Item 16. Exhibits.
*1(a) Form of Underwriting Agreement (Common Stock).
*(b) Form of Underwriting Agreement (Preferred Stock).
*(c) Form of Underwriting Agreement (Debt Securities).
*4(a) Indenture, dated as of March 1, 1990, from NYNEX Corporation to
Marine Midland Bank (formerly Marine Midland Bank, N.A.), Trustee
(Exhibit 4(a) to Current Report on Form 8-K dated March 19, 1990).
**(b) First Supplemental Indenture, dated December 1, 1994, to Indenture,
dated as of March 1, 1990, from NYNEX Corporation to Marine Midland
Bank, Trustee.
*(c) Form of Certificate of Designations for Preferred Stock.
*(d) Restated Certificate of Incorporation of NYNEX Corporation, dated May
6, 1987 (Exhibit 3(a) to Form SE, dated March 24, 1988, File No.
1-8608).
*(e) By-Laws of NYNEX Corporation, dated October 12, 1983, as amended
October 17, 1991 (Exhibit 3 (b) to Quarterly Report on Form 10-Q for
the quarter ended September 30, 1991, File No. 1-8608).
*(f) Rights Agreement to Purchase Series A Junior Participating Preferred
Stock between NYNEX Corporation and The First National Bank of
Boston, as successor Rights Agent, dated as of October 19, 1989.
*(g) The form or forms of Securities with respect to each particular
series of Securities registered hereunder will be filed as an exhibit
to a Current Report of the Registrant on Form 8-K and incorporated
herein by reference.
*5(a) Opinion of Raymond F. Burke, Executive Vice President and General
Counsel of NYNEX Corporation.
**12 Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994, as amended, File No. 1-8608).
**23(a) Consent of Coopers & Lybrand, L.L.P., independent accountants.
*23(b) Consent of Raymond F. Burke, Executive Vice President and
General Counsel of NYNEX Corporation, is contained in his opinion
filed as Exhibit 5(a).
*24 Powers of Attorney.
*25 Statement of Eligibility of Trustee on Form T-1.
________________
* Previously filed.
** Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NYNEX
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of
New York, on the 7th day of December, 1994
NYNEX CORPORATION
By P. M. Ciccone
(P. M. Ciccone, Vice President and
Comptroller)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officer:
W. C. Ferguson* Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
F. V. Salerno* Vice Chairman
Finance and Development
Principal Accounting Officer:
P. M. Ciccone* Vice President and Comptroller
A Majority of Directors:
John Brademas*
Randolph W. Bromery*
John J. Creedon*
William C. Ferguson*
Stanley P. Goldstein*
Helene L. Kaplan* *By P. M. Ciccone
Elizabeth T. Kennan* (P. M. Ciccone, as attorney-in-fact
Edward E. Phillips* and on his own behalf as
Frederic V. Salerno* Principal Accounting Officer)
Ivan Seidenberg*
Walter V. Shipley*
John R. Stafford*
December 13, 1994
Exhibit 4 (b)
NYNEX CORPORATION
and
MARINE MIDLAND BANK
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 1, 1994
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December
1, 1994, is between NYNEX CORPORATION, a corporation duly
incorporated and existing under the laws of the State of
Delaware (the "Company"), and MARINE MIDLAND BANK (successor by
conversion to Marine Midland Bank, N.A.), a trust company duly
organized and existing under the laws of the State of New York,
acting as Trustee under the Original Indenture referred to below
(the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company has duly authorized the execution
and delivery of an Indenture dated as of March 1, 1990 (the
"Original Indenture") to provide for the issuance from time to
time of its securities evidencing its unsecured indebtedness to
be issued in one or more series (the "Securities"), as in the
Original Indenture provided, unlimited as to principal amount;
WHEREAS, the Company has requested the Trustee to join
with it in the execution and delivery of this First Supplemental
Indenture;
WHEREAS, the Original Indenture, as amended by this
First Supplemental Indenture, is hereinafter referred to as the
"Indenture";
WHEREAS, Section 901(11) of the Indenture provides that
a supplemental indenture may be entered into by the Company and
the Trustee, without the consent of any Holders of Securities,
to make provisions with respect to matters or questions arising
under the Indenture, provided such action shall not adversely
affect the interests of the Holders of Securities of any
particular series in any material respect;
WHEREAS, the Company has determined that this First
Supplemental Indenture complies with said Section 901(11) and
does not require the consent of any Holders of Securities, and,
on the basis of the foregoing, the Trustee has determined that
this First Supplemental Indenture is in form satisfactory to it;
WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company, in
accordance with its terms, have been done and performed, and the
execution and delivery of this First Supplemental Indenture by
the Company has in all respects been duly authorized;
WHEREAS, the Trustee makes no representations as to the
validity or sufficiency of this First Supplemental Indenture;
and
WHEREAS, capitalized terms herein, not otherwise
defined, shall have the same meanings given them in the Original
Indenture;
2
NOW, THEREFORE, for and in consideration of the
premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed for the equal and
proportionate benefit of all Holders of the Securities or series
thereof, as follows:
SECTION 1. AMENDMENTS TO THE INDENTURE
1.1 Amendment to Section 101 of the Indenture.
(a) Section 101 of the Indenture is hereby amended by
deleting in their entirety the definitions of "Business Day",
"CEDEL, S.A.", "Component Currency", "Conversion Date",
"Conversion Event", "Currency Determination Agent", "Discounted
Security", "Dollar Equivalent of the Currency Unit", "Dollar
Equivalent of the Foreign Currency", "Election Date", "Exchange
Rate Officer's Certificate", "Foreign Currency", "Judgment
Date", "Market Exchange Rate", "Specified Amount", "Substitute
Date", "United States" and "Valuation Date".
(b) Section 101 of the Indenture is hereby amended by
inserting in proper alphabetical order the following
definitions:
"Amortizing Security" means any Security as to which
amounts in respect of interest thereon and principal thereof
are payable over the life of the Security, according to an
amortization schedule, all as specified in accordance with
Section 301.
"Business Day" means with respect to any Security,
unless otherwise specified in accordance with Section 301,
any day, other than a Saturday or Sunday, that meets each of
the following applicable requirements: such day is (a) not
a day on which banking institutions in the Borough of
Manhattan, The City of New York are authorized or required
by law, regulation or executive order to close; (b) if the
Security is denominated in a Foreign Currency other than the
ECU, (x) not a day on which banking institutions are
authorized or required by law or regulation to close in the
principal financial center of the country issuing the
Foreign Currency and (y) a day on which banking institutions
in such principal financial center are carrying out
transactions in such Foreign Currency; (c) if the Security
is denominated in ECU, (x) not a day on which banking
institutions are authorized or required by law or regulation
to close in Luxembourg and (y) an ECU clearing day, as
determined by the ECU Banking Association in Paris; and (d)
if such Security is a LIBOR Security, a London Banking Day.
"CEDEL, S.A." means Cedel, S.A..
"Component Currency" has the meaning specified in
Section 311(e).
3
"Conversion Event" means, with respect to any Foreign
Currency, (i) the unavailability to the Company of such
Foreign Currency for making payments thereof due to the
imposition of exchange controls or other circumstances
beyond the Company's control, (ii) the cessation of use of
such Foreign Currency as a unit of domestic exchange by the
government or governments of the country or countries which
so used such currency or (iii) the cessation of use of such
Foreign Currency for the settlement of transactions by
public institutions of or within the international banking
community.
"Currency Determination Agent", with respect to
Securities of any series, means a Person (other than the
Trustee) designated pursuant to Section 301 or Section 312.
"Discounted Security" means any Security which provides
for an amount (excluding any amounts attributable to accrued
but unpaid interest thereon) less than the principal amount
thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502
and which is designated as a Discounted Security pursuant to
Section 301.
"Dual Currency Security" means any Security as to which
the Company has the option of making any scheduled payment
of principal, premium, if any, or interest in either of two
currencies, all as specified in accordance with Section 301.
"Election Date" has the meaning specified in Section 311(e).
"Foreign Currency" means any currency or composite
currency actively maintained as a recognized unit of
domestic exchange by the government or governments of any
country or countries other than the United States.
"Indexed Security" means any Security as to which the
amount of payments of principal, premium, if any, and/or
interest due thereon is determined with reference to the
rate of exchange between the currency or currency unit in
which the Security is denominated and any other specified
currency or currency unit, to the relationship between two
or more currencies or currency units, to the price of one or
more specified securities or commodities, to one or more
securities or commodities exchange indices or other indices
or by other similar methods or formulas, all as specified in
accordance with Section 301.
"LIBOR" means, with respect to any series of
Securities, the rate specified as LIBOR for such Securities
in accordance with Section 301.
4
"LIBOR Security" means any Security which bears
interest at a floating rate calculated with reference to
LIBOR.
"London Banking Day" means, with respect to any LIBOR
Security, any day on which dealings in deposits in the
currency in which such LIBOR Security is denominated are
transacted in the London interbank market.
"Market Exchange Rate" with respect to any Foreign
Currency on any date means, unless otherwise specified in
accordance with Section 301, the noon buying rate in The
City of New York for cable transfers in such Foreign
Currency as certified for customs purposes by the Federal
Reserve Bank of New York for such Foreign Currency on the
second Business Day prior to such date (or, in the event
such buying rate is not then available, the most recently
available buying rate for such Foreign Currency).
"United States" means the United States of America
(including the States and the District of Columbia), and its
"possessions", which include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and Northern
Mariana Islands."
(c) Section 101 of the Indenture is hereby amended by
inserting immediately before the period at the end of the
definition of "Outstanding" the following new clause (c):
" and (c) the principal amount of any Indexed Security that
shall be deemed to be Outstanding for such purposes shall be
deemed to be the face amount thereof unless the specified
terms of any such Indexed Security provide otherwise and the
principal amount of any Dual Currency Security shall be the
amount that would be due and payable with respect to such
Dual Currency Security as of the date of such determination
upon a declaration of acceleration pursuant to Section 502."
1.2 Amendment to Section 104 of the Indenture.
Section 104 of the Indenture is hereby amended by
adding, immediately before the period at the end of paragraph
(f) thereof, the following:
", and the principal amount of any Indexed Security that may
be counted in making such determination and that shall be
deemed to be Outstanding for
such purposes shall be deemed to be the face amount thereof
unless the specified terms of any such Indexed Security
provide otherwise, and the
principal amount of any Dual Currency Security that may be
counted in making such determination and that shall be deemed
to be Outstanding
5
for such purposes shall be equal to the amount of the
principal thereof that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant
to Section 502 at the time the taking of such action by the
Holders of such requisite principal amount is evidenced to
the Trustee for such Securities"
1.3 Amendment to Section 113 of the Indenture.
Section 113 of the Indenture is hereby amended by
deleting such Section in its entirety and inserting in lieu
thereof the following:
"SECTION 113. Non-Business Day.
Except as otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, in
any case where any Interest Payment Date, Redemption Date or
Stated Maturity of a Security of any particular series shall
not be a Business Day at any Place of Payment with respect
to Securities of that series, then (notwithstanding any
other provision of this Indenture or of the Securities or
coupons) payment of principal of (and premium, if any) and
interest, if any, with respect to such Security need not be
made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be."
1.4 Amendment to Section 203 of the Indenture.
(a) Section 203 of the Indenture is hereby amended by
adding, at the end of the first paragraph thereof, the
following:
"Any instructions by the Company with respect to a Security
in global form, after its initial issuance, shall be in
writing but need not comply with Section 102."
(b) Section 203 of the Indenture is hereby amended by
adding, at the end of the second paragraph thereof, the
following:
"Permanent global Securities will be issued in definitive
form."
1.5 Amendment to Section 301 of the Indenture.
(a) Section 301 of the Indenture is hereby amended by
deleting the parenthetical phrase "(including the Election
Date)" where it appears in paragraph (14) of said Section 301.
6
(b) Section 301 of the Indenture is hereby amended by
deleting paragraphs (15), (16) and (20) thereof in their
entirety, by deleting the word "and" at the end of paragraph
(24) thereof, by redesignating paragraph (25) thereof as
paragraph (30) thereof, and by inserting the following
paragraphs in proper numerical order:
"(15) the designation of the original Currency
Determination Agent, if any, and the designation of any
other agent for purposes of making determinations or
calculations with respect to the Securities of such series
or otherwise;
(16) if any of the Securities of such series are
issuable as Indexed Securities, the manner in which the
amount of payments of principal, premium, if any, and/or
interest due thereon shall be determined, and any other
special terms with respect to such Indexed Securities;
(20) the application, if any, of Section 1004 or 1011
to any of the Securities of that series, and, if applicable,
any covenant not set forth herein and specified pursuant to
this Section 301 to be applicable to any of the Securities
of such series and subject to Section 1010 or Section 1011
or both such Sections;
(25) if any of the Securities of such series are
issuable as Dual Currency Securities, the two currencies in
either of which any scheduled payment of principal, premium,
if any, or interest due thereon may be made at the option of
the Company, and any other special terms with respect to
such Dual Currency Securities;
(26) if any of the Securities of such series are
issuable as Amortizing Securities, the amortization schedule
according to which amounts in respect of interest thereon
and principal thereof are payable over the life of such
Amortizing Securities, and any other special terms with
respect to such Amortizing Securities;
(27) if any of the Securities of such series are
issuable as Discounted Securities, a designation of such
Securities as Discounted Securities;
(28) if Section 311(b) applies to any of the
Securities of such series, the Election Date;
(29) if other than as set forth in Section 113,
provisions relating to the payment of principal of (and
premium, if any) and interest, if any, with respect to
Securities of such series in any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any
Security of such series shall not be a Business Day at any
Place of Payment with respect to the Securities of such
series; and"
7
1.6 Amendment to Section 303 of the Indenture.
Section 303 of the Indenture is hereby amended by
deleting the two provisos to the first sentence of the third
paragraph thereof and inserting in lieu thereof the following:
"; provided, however, that, in connection with its sale,
during the "restricted period" (as defined in Section 1.163-
5(c)(2)(i)(D)(7) of the United States Treasury Regulations),
no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided, further,
that such Bearer Security (other than a temporary global
Security in bearer form) may be delivered outside the United
States in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have
furnished to Euroclear or CEDEL, S.A., a certificate
substantially in the form set forth in Exhibit A to this
Indenture."
1.7 Amendment to Section 304 of the Indenture.
Section 304 of the Indenture is hereby amended by
deleting the fourth through the tenth paragraphs thereof in
their entirety and inserting in lieu thereof the following:
"Without unnecessary delay but in any event not later than
the date specified in or determined pursuant to the terms of
any such temporary global Security which (subject to any
applicable laws and regulations) shall be 40 days after the
closing of the sale of Securities or within a reasonable
period of time thereafter (the "Exchange Date"), the
Securities represented by any temporary global Security of a
series of Securities issuable in bearer form may be
exchanged for definitive Securities (subject to the second
succeeding paragraph), including one or more permanent
global Securities in definitive form, without interest
coupons. On or after the Exchange Date such temporary
global Security shall be surrendered by the Depositary to
the Trustee for such Security, as the Company's agent for
such purpose, or the agent appointed by the Company pursuant
to Section 301 to effect the exchange of the temporary
global Security for definitive Securities (including any
director or officer of the Global Exchange Agent authorized
by the Trustee as an Authenticating Agent pursuant to
Section 614) (the "Global Exchange Agent"), and following
such surrender, such Trustee or the Global Exchange Agent
shall (1) endorse the temporary global Security to reflect
the reduction of its principal amount by an equal aggregate
principal amount of such Security, (2) endorse the
applicable permanent global Security, if any, to reflect the
initial amount, or an increase in the amount of Securities
represented thereby, (3) manually authenticate such
definitive Securities, including any permanent global
Security, (4) subject to Section 303, either deliver such
definitive Securities to the Holder thereof or, if such
definitive Security is a
8
permanent global Security, deliver such permanent global
Security to the Depositary to be held outside the United
States for the accounts of Euro-clear and CEDEL, S.A., for
credit to the respective accounts at Euro-clear and CEDEL,
S.A., designated by or on behalf of the beneficial owners of
such Securities (or to such other accounts as they may
direct) and (5) redeliver such temporary global Security to
the Depositary, unless such temporary global Security shall
have been cancelled in accordance with Section 309 hereof;
provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the
Depositary, such temporary global Security shall be
accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euro-clear as to the portion
of such temporary global Security held for its account then
to be exchanged for definitive Securities (including any
permanent global Security), and a certificate dated the
Exchange Date or a subsequent date and signed by CEDEL, S.A.
as to the portion of such temporary global Security held for
its account then to be exchanged for definitive Securities
(including any permanent global Security), each
substantially in the form set forth in Exhibit B to this
Indenture. Each certificate substantially in the form of
Exhibit B hereto of Euro-clear or CEDEL, S.A., as the case
may be, shall be based on certificates of the account
holders listed in the records of Euro-clear or CEDEL, S.A.,
as the case may be, as being entitled to all or any portion
of the applicable temporary global Security. An account
holder of Euro-clear or CEDEL, S.A., as the case may be,
desiring to effect the exchange of interest in a temporary
global Security for an interest in definitive Securities
(including any permanent global Security) shall instruct
Euro-clear or CEDEL, S.A., as the case may be, to request
such exchange on its behalf and shall deliver to Euro-clear
or CEDEL, S.A., as the case may be, a certificate
substantially in the form of Exhibit A hereto and dated no
earlier than 15 days prior to the Exchange Date. Until so
exchanged, temporary global Securities shall in all respects
be entitled to the same benefits under this Indenture as
definitive Securities (including any permanent global
Security) of the same series authenticated and delivered
hereunder, except as provided in the fourth succeeding
paragraph.
The delivery to the Trustee for the Securities of the
appropriate series or the Global Exchange Agent by Euro-
clear or CEDEL, S.A. of any certificate substantially in the
form of Exhibit B hereto may be relied upon by the Company
and such Trustee or Global Exchange Agent as conclusive
evidence that a corresponding certificate or certificates
has or have been delivered to Euro-clear or to CEDEL, S.A.,
as the case may be, pursuant to the terms of this Indenture.
9
On or prior to the Exchange Date, the Company shall deliver
to the Trustee for the Securities of the appropriate series or
to the Global Exchange Agent definitive Securities in aggregate
principal amount equal to the principal amount of such temporary
global Security, executed by the Company. At any time, on or
after the Exchange Date, upon 30 days' notice to the Trustee for
the Securities of the appropriate series or the Global Exchange
Agent by Euro-clear or CEDEL, S.A., as the case may be, acting
at the request of or on behalf of the beneficial owner, a
Security represented by a temporary global Security or a
permanent global Security, as the case may be, may be exchanged,
in whole or from time to time in part, for definitive Securities
without charge and such Trustee or the Global Exchange Agent
shall authenticate and deliver, in exchange for each portion of
such temporary global Security, or such permanent global
Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and
with like terms and provisions as the portion of such temporary
global Security or such permanent global Security to be
exchanged, which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities,
as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof,
as shall be specified by the beneficial owner thereof; provided,
however, that definitive Bearer Securities shall be delivered in
exchange for a portion of the temporary global Security or the
permanent global Security only in compliance with the
requirements of the second preceding paragraph. On or prior to
the 30th day following receipt by the Trustee for the Securities
of the appropriate series or the Global Exchange Agent of such
notice with respect to a Security, or, if such day is not a
Business Day, the next succeeding Business Day, the temporary
global Security or the permanent global Security, as the case
may be, shall be surrendered by the Depositary to such Trustee,
as the Company's agent for such purpose, or the Global Exchange
Agent to be exchanged in whole, or from time to time in part,
for definitive Securities or, in the case of the permanent
global Security, other definitive Securities, without charge
following such surrender, upon the request of Euro-clear or
CEDEL, S.A., as the case may be, and such Trustee or the Global
Exchange Agent shall (1) endorse the applicable temporary global
Security or the permanent global Security to reflect the
reduction of its principal amount by the aggregate principal
amount of such Securities, (2) in accordance with procedures
acceptable to the Trustee cause the terms of such Security and
coupons, if any, to be entered on a definitive Security, (3)
manually authenticate such definitive Security and (4) if a
Bearer Security is to be delivered, deliver such definitive
Security outside the United States to Euro-clear or CEDEL, S.A.,
as the case may be, for or
10
on behalf of the beneficial owner thereof, in exchange for a
portion of such temporary global Security or such permanent
global Security, as the case may be.
Unless otherwise specified in such temporary global
Security or permanent global Security, any such exchange
shall be made free of charge to the beneficial owners of
such temporary global Security or permanent global Security,
except that a Person receiving definitive Securities must
bear the cost of insurance, postage, transportation and the
like in the event that such Person does not take delivery of
such definitive Securities in person at the offices of Euro-
clear or CEDEL, S.A. Definitive Securities in bearer form
to be delivered in exchange for any portion of a temporary
global Security or a permanent global Security shall be
delivered only outside the United States.
Until exchanged in full as hereinabove provided, any
temporary global Security or definitive permanent global
Security shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of
the same series and with like terms and conditions, except
as to payment of interest, if any, authenticated and
delivered hereunder. Unless otherwise specified as
contemplated by Section 301, interest payable on a temporary
global Bearer Security on an Interest Payment Date for
Securities of such series shall be payable to Euro-clear and
CEDEL, S.A. on such Interest Payment Date upon delivery by
Euro-clear and CEDEL, S.A. to the Trustee for the Securities
of the appropriate series or the Global Exchange Agent in
the case of payment of interest on a temporary global
Security with respect to an Interest Payment Date occurring
prior to the applicable Exchange Date of a certificate or
certificates substantially in the form set forth in Exhibit
B to this Indenture, for credit without further interest on
or after such Interest Payment Date to the respective
accounts of the Persons who are the beneficial owners of
such global Security on such Interest Payment Date and who
have, in the case of payment of interest on a temporary
global Security with respect to an Interest Payment Date
occurring prior to the applicable Exchange Date, each
delivered to Euro-clear or CEDEL, S.A., as the case may be,
a certificate substantially in the form set forth in Exhibit
A to this Indenture.
Any definitive Bearer Security authenticated and
delivered by the Trustee for the Securities of the
appropriate series or the Global Exchange Agent in exchange
for a portion of a temporary global Security shall not bear
a coupon for any interest which shall theretofore have been
duly paid by such Trustee to Euro-clear or CEDEL, S.A. or by
the Company to such Trustee in accordance with the
provisions of this Section 304.
11
With respect to Exhibits A and B to this Indenture, the
Company may, in its discretion and if required or desirable
under applicable law, substitute one or more other forms of
such exhibits for such exhibits, eliminate the requirement
that any or all certificates be provided, or change the time
that any certificate may be required, provided that such
substitute form or forms or notice of elimination or change
of such certification requirements have theretofore been
delivered to the Trustee with a Company Request and such
form or forms, elimination or change is reasonably
acceptable to the Trustee."
1.8 Amendment to Section 307 of the Indenture.
(a) Section 307 of the Indenture is hereby amended by
inserting immediately before the period at the end of the first
paragraph thereof the following:
"; provided, however, that, unless otherwise specified as
contemplated by Section 301, interest, if any, payable on
such Registered Security at maturity or upon earlier
redemption or repayment shall be payable to the Person to
whom principal shall be payable"
(b) Section 307 of the Indenture is hereby amended by
deleting the second paragraph thereof and inserting in lieu
thereof the following:
"Unless otherwise provided with respect to the
Securities of any series, payment of interest may be made at
the option of the Company (i) in the case of Registered
Securities, by check mailed or delivered to the address of
the Person entitled thereto as such address shall appear in
the Security Register or by transfer to an account
maintained by the payee with a bank located inside the
United States, or (ii) in the case of Bearer Securities,
except as otherwise provided in Section 1002, upon
presentation and surrender of the appropriate coupon
appertaining thereto at an office or agency of the Company
in a Place of Payment located outside the United States or
by transfer to an account maintained by the payee with a
bank located outside the United States.
Unless otherwise provided or contemplated by Section
301, every permanent global Security will provide that
interest, if any, payable on any Interest Payment Date will
be paid to each of Euro-clear and CEDEL, S.A. with respect
to that portion of such permanent global Security held for
its account by the Depositary. Each of Euro-clear and
CEDEL, S.A. will in such circumstances credit the interest
received by it in respect of such permanent global Security
to the accounts of the beneficial owners thereof."
12
1.9 Amendment to Sections 307, 1001, 1003, 1105, 1106
and 1203 of the Indenture.
Sections 307, 1001, 1003, 1105, 1106 and 1203 of the
Indenture are hereby amended by deleting the phrase "311(b),
311(d) and 311(e)" appearing in each such Section and inserting
the phrase "311(b) and 311(d)" in lieu thereof.
1.10 Amendment to Section 311 of the Indenture.
Section 311 of the Indenture is hereby amended by
deleting such Section in its entirety and inserting in lieu
thereof the following:
"SECTION 311. Currency and Manner of Payments in Respect of
Registered Securities.
Unless otherwise specified in accordance with Section
301 with respect to any series of Registered Securities, the
following provisions shall apply:
(a) Except as provided in paragraphs (b) and (d)
below, the principal of, premium, if any, and interest on
Registered Securities of any series denominated in a Foreign
Currency will be payable by the Company in Dollars based on
the equivalent of that Foreign Currency converted into
Dollars in the manner described in paragraph (c) below.
(b) It may be provided pursuant to Section 301 with
respect to Registered Securities of any series denominated
in a Foreign Currency that Holders shall have the option,
subject to paragraph (d) below, to receive payments of
principal of, premium, if any, and interest on such
Registered Securities in such Foreign Currency by delivering
to the Trustee (or to any duly appointed Paying Agent) a
written election, to be in form and substance satisfactory
to the Trustee (or to any such Paying Agent), not later than
the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so
elects to receive such payments in such Foreign Currency,
such election will remain in effect for such Holder until
changed by such Holder by written notice to the Trustee (or
to any such Paying Agent); provided, however, that any such
change must be made not later than the close of business on
the Election Date immediately preceding the next payment
date to be effective for the payment to be made on such
payment date; and provided, further, that no such change or
election may be made with respect to payments to be made on
any Registered Security of such series with respect to which
an Event of Default has occurred, the Company has exercised
any satisfaction and discharge or defeasance options
pursuant to Article Four or Section 1011 or notice of
redemption has been given by the Company pursuant to Article
Eleven. In the event any Holder makes any such election,
such election will not be effective as to any
13
transferee of such Holder and such transferee shall be paid
in Dollars unless such transferee makes an election as
specified above; provided, however, that such election, if
in effect while funds are on deposit with respect to the
Registered Securities as described in Section 401(a)(1)(B)
or Section 1011, will be effective on any transferee of such
Holder unless otherwise specified pursuant to Section 301
for such Registered Securities. Any Holder of any such
Registered Security who shall not have delivered any such
election to the Trustee (or to any duly appointed Paying
Agent) not later than the close of business on the
applicable Election Date will be paid the amount due on the
applicable payment date in Dollars.
(c) With respect to any Registered Security
denominated in a Foreign Currency and payable in Dollars,
the amount of Dollars so payable will be determined by the
Currency Determination Agent based on the indicative
quotation in The City of New York selected by the Currency
Determination Agent at approximately 11:00 A.M., New York
City time, on the second Business Day preceding the
applicable payment date that yields the least number of
Dollars upon conversion of the Foreign Currency. Such
selection shall be made from among the quotations appearing
on the bank composite or multi-contributor pages of the
Reuters Monitor Foreign Exchange Service or, if not
available, the Telerate Monitor Foreign Exchange Service.
If such quotations are unavailable from either such foreign
exchange service, such selection shall be made from the
quotations received by the Currency Determination Agent from
no more than three nor less than two recognized foreign
exchange dealers in The City of New York selected by the
Currency Determination Agent and approved by the Company
(one of which may be the Currency Determination Agent) for
the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of the Foreign
Currency payable on such payment date in respect of all
Securities denominated in such Foreign Currency and for
which the applicable dealer commits to execute a contract.
If no such bid quotations are available, payments shall be
made in the Foreign Currency.
(d) If a Conversion Event occurs with respect to a
Foreign Currency in which any of the Registered Securities
are payable, then with respect to each date for the payment
of principal of, premium, if any, and interest on such
Registered Securities occurring after the last date on which
such Foreign Currency was used, the Company may make such
payment in Dollars. The Dollar amount to be paid by the
Company to the Trustee and by the Trustee or any Paying
Agent to the Holders of such Registered Securities with
respect to such payment date shall be determined by the
Currency Determination Agent on the basis of the Market
Exchange Rate. Any payment in respect of such Security made
14
under such circumstances in Dollars will not constitute an
Event of Default hereunder.
(e) For purposes of this Indenture the following terms
shall have the following meanings:
A "Component Currency" shall mean any currency
which is a component currency of any composite
currency, including, without limitation, the ECU.
"Election Date" shall mean, for any Registered
Security, the date specified pursuant to
Section 301(28).
(f) Notwithstanding any other provisions of this
Section 311, the following shall apply: (i) if the official
unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in
the same proportion, (ii) if two or more Component
Currencies are consolidated into a single currency, the
amounts of those currencies as components shall be replaced
by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed
in such single currency, (iii) if any Component Currency is
divided into two or more currencies, the amount of that
original Component Currency as a component shall be replaced
by the amounts of such two or more currencies having an
aggregate value on the date of division equal to the amount
of the former Component Currency immediately before such
division and (iv) in the event of an official redenomination
of any currency (including without limitation, a composite
currency), the obligations of the Company to make payments
in or with reference to such currency on any Registered
Securities shall, in all cases, be deemed immediately
following such redenomination to be obligations to make
payments in or with reference to that amount of
redenominated currency representing the amount of such
currency immediately before such redenomination.
(g) All determinations referred to in this Section 311
made by the Currency Determination Agent shall be in its
sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and irrevocably binding upon
the Holders of the applicable Registered Securities. The
Currency Determination Agent shall promptly give written
notice to the Trustee of any such decision or determination.
The Currency Determination Agent shall have no liability for
any determinations referred to in this Section 311 made by
it.
15
(h) The Trustee shall be fully justified and protected
in relying and acting upon information received by it from
the Company and the Currency Determination Agent with
respect to any of the matters addressed in or contemplated
by this Section 311 and shall not otherwise have any duty or
obligation to determine such information independently."
1.11 Amendment to Section 401 of the Indenture.
(a) Section 401 of the Indenture is hereby amended by
deleting paragraph (a)(1)(B) thereof in its entirety and
inserting in lieu thereof the following:
"(B) except as otherwise specified pursuant to Section
301 for the Securities of such series, with respect to all
Outstanding Securities of such series described in (A) above
(and, in the case of (i), (ii) or (iii) below, any coupons
appertaining thereto) not theretofore delivered to the Trustee
for cancellation:
(i) the Company has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount
in the currency or currency unit in which the Securities of
such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series
and except as provided in Sections 311(b) and 311(d), in
which case the deposit to be made with respect to Securities
for which an election has occurred pursuant to Section
311(b) or a Conversion Event has occurred as provided in
Section 311(d), shall be made in the currency or currency
unit in which such Securities are payable as a result of
such election or Conversion Event), sufficient to pay and
discharge the entire indebtedness on all such Outstanding
Securities of such series and any related coupons for
principal (and premium, if any) and interest, if any, to the
Stated Maturity, or any Redemption Date as contemplated by
Section 402, as the case may be; or
(ii) the Company has deposited or caused to be
deposited with such Trustee as obligations in trust such
amount of Government Obligations as will, as evidenced by a
Certificate of a Firm of Independent Public Accountants
delivered to such Trustee, together with the predetermined
and certain income to accrue thereon (without consideration
of any reinvestment thereof), be sufficient to pay and
discharge when due the entire indebtedness on all such
Outstanding Securities of such series and any related
coupons for unpaid principal (and premium, if any) and
interest, if any, to the Stated Maturity or any Redemption
Date as contemplated by Section 402, as the case may be; or
16
(iii) the Company has deposited or caused to be
deposited with such Trustee such combination of trust funds
or obligations in trust pursuant to (i) and (ii) above,
respectively, as will, as evidenced by a Certificate of a
Firm of Independent Public Accountants delivered to such
Trustee, together with the predetermined and certain income
to accrue on such obligations in trust, be sufficient to pay
and discharge when due the entire indebtedness on all such
Outstanding Securities of such series any related coupons
for principal (and premium if any) and interest to the
Stated Maturity or any Redemption Date as contemplated by
Section 402, as the case may be;"
(b) Section 401 of the Indenture is hereby amended by
deleting the phrase "based upon such Opinion" from paragraph
(a)(5) thereof and inserting in lieu thereof the phrase "based
thereon such Opinion".
(c) Section 401 of the Indenture is hereby amended by
deleting paragraph (b) thereof in its entirety and inserting in
lieu thereof the following:
"(b) Upon the satisfaction of the conditions set forth
in this Section 401 with respect to all the Securities of
any series, the terms and conditions of such series,
including the terms and conditions with respect thereto set
forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company, and the Holders of the
Securities of such series and any related coupons shall look
for payment only to the funds or obligations deposited with
the Trustee pursuant to Section 401(a)(l)(B); provided,
however, that in no event shall the Company be discharged
from (i) any payment obligations in respect of Securities of
such series and any related coupons which are deemed not to
be Outstanding under clause (3) of the definition thereof if
such obligations continue to be valid obligations of the
Company under applicable law, (ii) from any obligations
under Sections 402(b), 607, 610 and 1004 and (iii) from any
obligations under Sections 304, 305 and 306 (except that
Securities of such series issued upon registration of
transfer or exchange or in lieu of mutilated, lost,
destroyed or stolen Securities and any related coupons shall
not be obligations of the Company) and Sections 311, 701 and
1002; and provided, further, that in the event the Company
deposits such funds with the Trustee and a petition for
relief under Title 11 of the United States Code or a
successor statute is filed and not discharged with respect
to the Company within 91 days after the deposit, the entire
indebtedness on all Securities of such series and any
related coupons shall not be discharged, and in such event
the Trustee shall return such deposited funds or obligations
as it is then holding to the Company upon Company Request.
Notwithstanding the satisfaction of the conditions set forth
17
in this Section 401 with respect to all the Securities of
any series not payable in Dollars, upon the happening of any
Conversion Event the Company shall be obligated to make the
payments in Dollars required by Section 311(d) to the extent
that the Trustee is unable to convert any Foreign Currency
or currency unit in its possession pursuant to Section
401(a)(1)(B) into the Dollar equivalent of such Foreign
Currency or currency unit, as the case may be. If, after
the deposit referred to in Section 401 has been made, (x)
the Holder of a Security is entitled to, and does, elect
pursuant to Section 311(b) to receive payment in a currency
or currency unit other than that in which the deposit
pursuant to Section 401 was made, or (y) a Conversion Event
occurs as contemplated in Section 311(d), then the
indebtedness represented by such Security shall be fully
discharged to the extent that the deposit made with respect
to such Security shall be converted into the currency or
currency unit in which such Security is payable. The
Trustee shall return to the Company any non-converted funds
or securities in its possession after such payments have
been made."
1.12 Amendment to Section 402 of the Indenture.
Section 402 of the Indenture is hereby amended by
adding the phrase "or Section 1011" immediately after the phrase
"Section 401" in each place it appears therein.
1.13 Amendment to Section 502 of the Indenture.
(a) Section 502 of the Indenture is hereby amended by
deleting the first paragraph therein in its entirety and
inserting in lieu thereof the following:
"If an Event of Default with respect to any particular
series of Securities and any related coupons occurs and is
continuing, then and in every such case, either the Trustee
for the Securities of such series or the Holders of not less
than 25% in principal amount of the Outstanding Securities
of that series may declare the entire principal amount (or
if any Securities of that series are (i) Discounted
Securities, such portion of the principal amount as may be
provided for in the terms of that series, or (ii) Indexed
Securities or Dual Currency Securities, the amount
determined in accordance with the specified terms of those
Securities) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the
Company (and to such Trustee if given by the Holders), and
upon any such declaration of acceleration such principal or
such lesser amount, as the case may be, together with
accrued interest and all other amounts owing hereunder
18
shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived."
(b) Section 502 of the Indenture is hereby amended by
deleting the phrase "311(b), 311(d), and 311(e)" appearing
therein and inserting the phrase "311(b) and 311(d)" in lieu
thereof.
1.14 Amendment to Section 504 of the Indenture.
Section 504 of the Indenture is hereby amended by
deleting paragraph (i) therein in its entirety and inserting in
lieu thereof the following:
"(i) to file and prove a claim for the whole amount of
principal (or, if the Securities of such series are
Discounted Securities, Indexed Securities or Dual Currency
Securities, such amount as may be due and payable with
respect to such Securities pursuant to a declaration in
accordance with Section 502) (and premium, if any) and
interest, if any, owing and unpaid in respect of the
Securities of such series and any related coupons and to
file such other papers or documents as may be necessary or
advisable in order to have the claims of such Trustee
(including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due to such Trustee
under Section 607) and of the Holders of the Securities of
such series and any related coupons allowed in such judicial
proceeding,"
1.15 Amendment to Section 516 of the Indenture.
Section 516 of the Indenture is hereby amended by
deleting such Section in its entirety and inserting in lieu
thereof the following:
SECTION 516. Judgment Currency.
If for the purpose of obtaining a judgment in any court
with respect to any obligation of the Company hereunder or
under any Security or any related coupon it shall become
necessary to convert into any other currency or currency
unit any amount in the currency or currency unit due
hereunder or under such Security or coupon, then such
conversion shall be made at the spot rate of exchange
prevailing on the date the Company shall make payment to any
Person in satisfaction of such judgment. If pursuant to any
such judgment, conversion shall be made on a date other than
the date payment is made and there shall occur a change
between such spot rate of exchange and the spot rate of
exchange prevailing on the date of payment, the Company
agrees to pay
19
such additional amounts (if any) as may be necessary to
ensure that the amount paid is equal to the amount in such
other currency or currency unit which, when converted at the
spot rate of exchange prevailing on the date of payment or
distribution, is the amount then due hereunder or under such
Security or coupon. Any amount due from the Company under
this Section 516 shall be due as a separate debt and is not
to be affected by or merged into any judgment being obtained
for any other sums due hereunder or in respect of any
Security or coupon. In no event, however, shall the Company
be required to pay more in the currency or currency unit due
hereunder or under such Security or coupon at the spot rate
of exchange prevailing when payment is made than the amount
of currency or currency unit stated to be due hereunder or
under such Security or coupon so that in any event the
Company's obligations hereunder or under such Security or
coupon will be effectively maintained as obligations in such
currency or currency unit, and the Company shall be entitled
to withhold (or be reimbursed for, as the case may be) any
excess of the amount actually realized upon any such
conversion over the amount due and payable on the date of
payment or distribution."
1.16 Amendment to Section 902 of the Indenture.
Section 902 of the Indenture is hereby amended by
deleting the period at the end of clause (3) of the first
paragraph thereof, by inserting ", or" at the end of said clause
(3) and by inserting new clause (4) as follows:
"(4) reduce the amount of the principal of an Indexed
Security or a Dual Currency Security that would be due and
payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502."
1.17 Amendment to Section 1002 of the Indenture.
Section 1002 of the Indenture is hereby amended by
deleting the second and third sentences of the second paragraph
thereof and inserting in lieu thereof the following:
"Payments will not be made in respect of Bearer Securities
or coupons appertaining thereto pursuant to presentation to
the Company or its designated Paying Agents within the
United States or any other demand for payment to the Company
or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and
premium, if any) and interest, if any, on any Bearer
Security denominated and payable in Dollars will be made at
the office of the Company's Paying Agent in the United
States, if, and only if, payment in Dollars of the full
amount of such principal, premium or interest, as the case
may be, at all offices or agencies outside the United States
20
maintained for that purpose by the Company in accordance
with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions."
1.18 Amendment to Section 1003 of the Indenture.
Section 1003 of the Indenture is hereby amended by
deleting the first sentence of the second paragraph thereof and
inserting in lieu thereof the following:
"Whenever the Company shall have one or more Paying
Agents for any particular series of Securities and any
related coupons, the Company will, on or prior to each due
date of the principal of (and premium, if any) or interest,
if any, on any such Securities(but in any case prior to the
time any such payment is required to be made on such
Securities), deposit with a Paying Agent for the Securities
of such series a sum (in the currency or currency unit
described in the preceding paragraph) sufficient to pay the
principal (and premium, if any) and interest, if any, so
becoming due, such sum to be held in trust for the benefit
of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee for the Securities of such series) the
Company will promptly notify such Trustee of its action or
failure to act."
1.19 Amendment to Section 1004 of the Indenture.
Section 1004 of the Indenture is hereby amended by
deleting the third paragraph thereof and inserting in lieu
thereof the following:
"The term "United States Alien" means any corporation,
partnership, individual or fiduciary that is, for United
States federal income tax purposes, a foreign corporation, a
nonresident alien individual, a nonresident fiduciary of a
foreign estate or trust, or a foreign partnership one or
more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident fiduciary of a foreign
estate or trust."
1.20 Amendment to Section 1010 of the Indenture.
Section 1010 of the Indenture is hereby amended by
deleting such Section in its entirety and inserting in lieu
thereof the following:
"SECTION 1010. Waiver of Certain Covenants.
21
"The Company may omit in any particular instance to
comply with any term, provision or condition set forth in
Sections 1005 to 1009, inclusive, with respect to the
Securities of any series (and the Company may omit in any
particular instance to comply with any other covenant not
set forth herein and specified pursuant to Section 301 to be
applicable to the Securities of such series and subject to
this Section 1010, such omission to comply to be with
respect to the Securities of such series), if before the
time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and until such
waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and
effect."
1.21 Amendment to Section 1011 of the Indenture.
Section 1011 of the Indenture is hereby amended by
deleting such Section in its entirety and inserting in lieu
thereof the following:
"SECTION 1011. Defeasance of Certain Obligations.
(a) If specified pursuant to Section 301 to be
applicable to the Securities of any series, the Company
may omit to comply with any term, provision or
condition set forth in Section 801, Section 1009 and
any other covenant not set forth herein and specified
pursuant to Section 301 to be applicable to the
Securities of such series and subject to this Section
1011, and any such omission with respect to such
Sections shall not be an Event of Default, in each case
with respect to the Securities of such series,
provided, however, that the following conditions have
been satisfied:
(1) with respect to all Outstanding
Securities of such series and any coupons
appertaining thereto not theretofore delivered to
the Trustee for the Securities of such series for
cancellation,
(i) the Company has deposited or caused
to be deposited with the Trustee as trust
funds in trust an amount in the currency or
currency unit in which the Securities of
such series are payable (except as
22
otherwise specified pursuant to Section 301
for the Securities of such series and except
as provided in Sections 311(b) and 311(d), in
which case the deposit to be made with
respect to Securities for which an election
has occurred pursuant to Section 311(b) or a
Conversion Event has occurred as provided in
Section 311(d), shall be made in the currency
or currency unit in which such Securities are
payable as a result of such election or
Conversion Event), sufficient to pay and
discharge the entire indebtedness on all such
Outstanding Securities of such series and any
related coupons for principal (and premium,
if any) and interest to the Stated Maturity
or any Redemption Date as contemplated by
Section 402, as the case may be; or
(ii) the Company has deposited or
caused to be deposited with such Trustee as
obligations in trust such amount of
Government Obligations as will, as evidenced
by a Certificate of a Firm of Independent
Public Accountants delivered to such Trustee,
together with the predetermined and certain
income to accrue thereon (without
consideration of any reinvestment thereof),
be sufficient to pay and discharge when due
the entire indebtedness on all such
Outstanding Securities of such series and any
related coupons for unpaid principal (and
premium, if any) and interest, if any, to the
Stated Maturity or any Redemption Date as
contemplated by Section 402, as the case may
be; or
(iii) the Company has deposited or
caused to be deposited with such Trustee such
combination of trust funds or obligations in
trust pursuant to (i) and (ii) above,
respectively, as will, as evidenced by a
Certificate of a Firm of Independent Public
Accountants delivered to such Trustee,
together with the predetermined and certain
income to accrue on such obligations in
trust, be sufficient to pay and discharge
when due the entire indebtedness on all such
Outstanding Securities of such series any
related coupons for principal (and premium if
any) and interest to the Stated Maturity or
any Redemption Date as contemplated by
Section 402, as the case may be;
23
(2) such deposit will not result in a breach
or violation of, or constitute a default under,
this Indenture or any other agreement or
instrument to which the Company is a party or by
which it is bound;
(3) no Event of Default or event which with
the giving of notice or lapse of time, or both,
would become an Event of Default with respect to
the Securities of that series shall have occurred
and be continuing on the date of such deposit and
no Event of Default under Section 501(4) or
Section 501(5) or event which with the giving of
notice or lapse of time, or both, would become an
Event of Default under Section 501(4) or Section
501(5) shall have occurred and be continuing on
the 91st day after such date; and
(4) the Company has delivered to the Trustee
an Officers' Certificate and an Opinion of
Counsel, each stating that all conditions
precedent herein provided for relating to the
defeasance contemplated in this Section have been
complied with.
(b) Notwithstanding the satisfaction of the
conditions set forth in this Section 1011 with respect
to all the Securities of any series not payable in
Dollars, upon the happening of any Conversion Event the
Company shall be obligated to make the payments in
Dollars required by Section 311(d) to the extent that
the Trustee for the Securities of such series is unable
to convert any Foreign Currency or currency unit in its
possession under Section 1011(a) into the Dollar
equivalent of such Foreign Currency or currency unit,
as the case may be. If, after the deposit referred to
in Section 1011(a) has been made, (x) the Holder of a
Security is entitled to, and does, elect pursuant to
Section 311(b) to receive payment in a currency or
currency unit other than that in which the deposit
under Section 1011(a) was made, or (y) a Conversion
Event occurs as contemplated in Section 311(d), then
the indebtedness represented by such Security shall be
fully discharged to the extent that the deposit made
with respect to such Security shall be converted into
the currency or currency unit in which such Security is
payable. Such Trustee shall return to the Company any
non-converted funds or securities in its possession
after such payments have been made.
24
All the obligations of the Company under this
Indenture with respect to the Securities of such series,
other than with respect to Section 801, Section 1009, and
any other covenant not set forth herein and specified
pursuant to Section 301 to be applicable to the Securities
of such series and subject to this Section 1011, shall
remain in full force and effect. Anything in this Section
1011 to the contrary notwithstanding, the Trustee for any
series of Securities shall deliver or pay to the Company,
from time to time upon Company Request, any money or
Government Obligations held by it as provided in this
Section 1011 which, as expressed in a Certificate of a Firm
of Independent Public Accountants delivered to such Trustee,
are in excess of the amount thereof which would have been
required to be deposited for the purpose for which such
money or Government Obligations were deposited or received,
provided such delivery can be made without liquidating any
Government Obligations."
1.22 Amendment to Section 1104 of the Indenture.
Section 1104 of the Indenture is hereby amended by
deleting the word "and" at the end of clause (6) of the second
paragraph thereof, by deleting clause (7) thereof in its
entirety, and by inserting new clauses (7) and (8) as follows:
"(7) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of
any such missing coupon or coupons will be deducted from the
Redemption Price or security or indemnity satisfactory to
the Company, the Trustee for such series and any Paying
Agent shall be furnished, and
(8) if Bearer Securities of any series are to be
redeemed and any Registered Securities of such series are
not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to
redemption on this Redemption Date pursuant to Section 305
or otherwise, the last date, as determined by the Company,
on which such exchanges may be made."
1.23 Amendment to Section 1106 of the Indenture.
(a) Section 1106 of the Indenture is hereby amended by
deleting the second proviso to the first paragraph thereof and
inserting in lieu thereof the following:
", and provided, further, that unless otherwise specified as
contemplated by Section 301, installments of interest on
Registered Securities whose Stated Maturity is prior to the
Redemption Date shall be payable to the Holders of
25
such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant
Record Date according to their terms and the provisions of
Section 307, and any installment of interest, if any,
payable on such Registered Securities whose Stated Maturity
is the Redemption Date shall be payable to the Person to
whom principal shall be payable."
(b) Section 1106 of the Indenture is hereby amended by
adding immediately after the first paragraph thereof the
following new paragraph:
"If any Bearer Security surrendered for redemption
shall not be accompanied by all coupons appertaining thereto
maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons or the
surrender of such missing coupon or coupons may be waived by
the Company if there is furnished to the Company, the
Trustee for such Security and any Paying Agent such security
or indemnity as they may require to save the Company, such
Trustee and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to such Trustee or
any Paying Agent any such missing coupon in respect of which
a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and
surrender of those coupons."
1.24 Amendment to Section 1108 of the Indenture.
(a) Section 1108 of the Indenture is hereby amended by
deleting Subsection (a) thereof and inserting in lieu thereof
the following:
"(a) Unless otherwise specified pursuant to Section
301, Securities of any series may be redeemed at the option
of the Company in whole, but not in part, on not more than
60 days' and not less than 30 days' notice, on any
Redemption Date at the Redemption Price specified pursuant
to Section 301, if the Company determines that (A) as a
result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United
States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in
official position regarding application or interpretation of
such laws, regulations or rulings (including a holding by a
court of competent jurisdiction in the United States), which
change or amendment is announced or becomes effective on or
after a date
26
specified in Section 301 with respect to any Security of
such series, the Company has or will become obligated to pay
on the next succeeding Interest Payment Date, additional
amounts pursuant to Section 1004 with respect to any
Security of such series or (B) on or after a date specified
in Section 301 with respect to any Security of such series,
any action has been taken by any taxing authority of, or any
decision has been rendered by a court of competent
jurisdiction in, the United States or any political
subdivision or taxing authority thereof or therein,
including any of those actions specified in (A) above,
whether or not such action was taken or decision was
rendered with respect to the Company, or any change,
amendment, application or interpretation shall be officially
proposed, which, in any such case, in the Opinion of Counsel
to the Company will result in a material probability that
the Company will become obligated to pay additional amounts
with respect to any Security of such series on the next
succeeding Interest Payment Date, and (C) in any such case
specified in (A) or (B) above the Company, in its business
judgment, determines that such obligation cannot be avoided
by the use of reasonable measures available to the Company."
(b) Section 1108 of the Indenture is hereby amended by
deleting the first sentence of Subsection (b) thereof and
inserting in lieu thereof the following:
(b) Unless otherwise specified pursuant to Section
301, if the Company shall determine that any payment made
outside the United States by the Company or any of its
Paying Agents of principal or interest due in respect of any
Bearer Security (an "Affected Security") of such series or
any coupon appertaining thereto would, under any present or
future laws or regulations of the United States, be subject
to any certification, information or other reporting
requirement of any kind, the effect of which requirement is
the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or
identity (as distinguished from, for example, status as a
United States Alien) of a beneficial owner of such Affected
Security of such series or coupon that is a United States
Alien (other than such a requirement that (i) would not be
applicable to a payment made by the Company or any one of
its Paying Agents (A) directly to the beneficial owner or
(B) to a custodian, nominee or other agent of the beneficial
owner, (ii) can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial
owner is a United States Alien; provided that, in each case
referred to in clauses (i)(B) or (ii), payment by such
custodian, nominee or other agent to such beneficial owner
is not otherwise subject to any such requirement (other than
a requirement which is imposed on a custodian, nominee or
other
27
agent described in item (iv) of this sentence), (iii) would
not be applicable to a payment made by at least one other
Paying Agent of the Company or (iv) is applicable to a
payment to a custodian, nominee or other agent of the
beneficial owner of such Security who is a United States
person (as hereinafter defined), a controlled foreign
corporation for United States tax purposes, a foreign person
50 percent or more of the gross income of which for the
three-year period ending with the close of its taxable year
preceding the year of payment is effectively connected with
a United States trade or business, or is otherwise related
to the United States), the Company shall elect by notice to
the Trustee for such series of Securities either (x) to
redeem the Affected Securities of such series, as a whole,
at a redemption price equal to the principal amount thereof,
together with interest accrued to the date fixed for
redemption, or (y) if the conditions of the next succeeding
paragraph are satisfied, to pay the additional amounts
specified in such paragraph."
1.25 Amendment to Exhibits to the Indenture.
The Indenture is hereby amended by deleting Exhibits A,
B, C and D thereto in their entirety and substituting therefor
the new Exhibits A and B attached to this First Supplemental
Indenture.
SECTION 2. GENERAL
The parties hereto hereby agree that all references to
"Marine Midland Bank, N.A." in the Original Indenture shall be
deemed to refer to "Marine Midland Bank."
SECTION 3. EFFECT OF FIRST SUPPLEMENTAL INDENTURE
The amendments to the Indenture contained in this First
Supplemental Indenture shall be effective only with respect to
those series of Securities initially issued on or after the date
hereof.
28
MARINE MIDLAND BANK hereby accepts the trusts in this
First Supplemental Indenture declared and provided, upon the
terms and conditions hereinabove set forth.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed and their
respective corporate seals to be hereunto affixed and attested,
all as of the first day of December, 1994.
NYNEX CORPORATION
By: P.M. Ciccone
[Corporate Seal]
Attest:
Greg Riker
MARINE MIDLAND BANK, as
Trustee
By: Metin Caner
[Corporate Seal]
Attest:
Frank Godino
29
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 7th day of December, 1994, before me personally
came P.M. Ciccone, to me known, who, being by me duly sworn, did
depose and say that he resides at 732 King Street, Port Chester
NY; that he is the Vice President and Comptroller of NYNEX
CORPORATION, one of the corporations described in and which
executed the above instrument, that he knows the corporate seal
of such corporation; that one of the seals affixed to such
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
DARLENE D. KLEINER
Notary Public, State of New York
No. 31-6015480
Qualified in New York County
Commission Expires 6/30/96
[SEAL]
30
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 9th day of December, 1994, before me personally
came Metin Caner, to me known, who, being by me duly sworn, did
depose and say that he resides at 2350 Broadway, New York, NY
10024; that he is the Assiistant Vice President of MARINE
MIDLAND BANK, one of the corporations described in and which
executed the above instrument, that he knows the corporate seal
of such corporation; that one of the seals affixed to such
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Marcia Markowski
Notary Public, State of New York
No. 24-01MA4761665
Qualified in Kings County
Commission Expires 11/30/96
[SEAL]
31
EXHIBIT A
FORM OF CERTIFICATE TO BE DELIVERED TO EURO-CLEAR
OR CEDEL, S.A., BY OR ON BEHALF OF A
BENEFICIAL OWNER OF SECURITIES
CERTIFICATE
NYNEX CORPORATION
[Title of Securities]
(the "Securities")
This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities held
by you for our account (i) are owned by persons that are not
citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income
taxation regardless of its source ("United States persons"),
(ii) are owned by United States person(s) that (a) are foreign
branches of a United States financial institution (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale,
or (b) acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities
through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the issuer or the
issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are
owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and
in addition if the owner of the Securities is a United States or
foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is to
further certify that such financial institution has not acquired
the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States
or its possessions.
If the Securities are of the category contemplated in
Section 230.903(c)(3) of Regulation S under the Securities Act
of 1933, as amended (the "Act"), then this is also to certify
that, except as set forth below, (i) in the case of debt
securities, the Securities are beneficially owned by (a) non-
U.S. person(s) or (b) U.S. person(s) who purchased the
Securities in transactions which did not require registration
32
under the Act; or (ii) in the case of equity securities, the
Securities are owned by (x) non-U.S. person(s) (and such
person(s) are not acquiring the Securities for the account or
benefit of U.S. person(s)) or (y) U.S. person(s) who purchased
the Securities in a transaction which did not require
registration under the Act. If this certification is being
delivered in connection with the exercise of warrants pursuant
to Section 230.902(m) of Regulation S under the Act, then this
is further to certify that, except as set forth below, the
Securities are being exercised by and on behalf of non-U.S.
person(s). As used in this paragraph the term "U.S. person" has
the meaning given to it by Regulation S under the Act.
As used herein, "United States" means the United States
of America (including the States and District of Columbia); and
its "possessions" include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands.
We undertake to advise you promptly by tested telex on
or prior to the date on which you intend to submit your
certification relating to the Securities held by you for our
account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to
$ of such interest in the above Securities in respect of
which we are not able to certify and as to which we understand
exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be
made until we do so certify.
We understand that this certification is required in
connection with certain tax laws and, if applicable, certain
securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this
certification to any interested party in such proceedings.
Date: , 19 *
By:
As, or as agent for, the beneficial owner(s) of
the Securities to which this certificate relates
* Not earlier than 15 days prior to the Exchange Date or
Interest Payment Date to which the certification relates.
33
EXHIBIT B
FORM OF CERTIFICATION TO BE GIVEN
BY THE EUROCLEAR OPERATOR OR CEDEL
CERTIFICATION
NYNEX CORPORATION
[Title of Securities]
(the "Securities")
This is to certify that, based solely on certifications
we have received in writing, by tested telex or by electronic
transmission from member organizations appearing in our records
as persons being entitled to a portion of the principal amount
set forth below (our "Member Organizations") substantially to
the effect set forth in the Fiscal Agency or other Agreement, as
of the date hereof, principal amount of the above-
captioned Securities (i) is owned by persons that are not
citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income
taxation regardless of its source ("United States persons"),
(ii) is owned by United States persons that (a) are foreign
branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v) ("financial
institutions")) purchasing for their own account or for resale,
or (b) acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities
through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through
its agent, that we may advise the Issuer or the Issuer's agent
that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder), or (iii) is owned
by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S.
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial
institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly
or indirectly to a United States person or to a person within
the United States or its possessions.
If the Securities are of the category contemplated in
Section 230.903(c)(3) of Regulation S under the Securities Act
of 1933, as amended (the "Act") then this is also to certify
with respect to the principal amount of Securities set forth
34
above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from our
Member Organizations entitled to portion of such principal
amount, certifications with respect to such portion,
substantially to the effect set forth in the Fiscal Agency or
other Agreement.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the Temporary
Global security excepted in such certifications and (ii) that as
of the datedhereof we have not received any notification from
any of our Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no
longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in
connection with certain tax laws and, if applicable, certain
securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or
would be relevant, we irrevocably authorize you to produce this
certification to any interested party in such proceedings.
Dated: , 19 *
Yours faithfully,
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
Brussels Office,
as operator of the Euroclear
System]
or
[CEDEL, S.A.]
By:
* Not earlier than the Exchange Date or Interest Payment Date
to which the certification relates.
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement No. 33-53693 on Form S-3 (which
constitutes Post-Effective Amendment No. 1 to Registration
Statement 33-33592) of NYNEX Corporation, relating to the
registration of $950 million of equity and debt securities,
of our reports dated February 9, 1994, on our audits of the
consolidated financial statements and financial statement
schedules of NYNEX Corporation and its subsidiaries as of
December 31, 1993 and 1992, and for each of the three years
in the period ended December 31, 1993, which reports are
included or incorporated by reference in the 1993 Annual
Report on Form 10-K/A, Amendment No. 2 of NYNEX Corporation.
We also consent to the reference to our Firm under the
caption "Experts" in the Prospectus which is part of the
Registration Statement.
Coopers & Lybrand, L.L.P.
New York, New York
December 13, 1994
