FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark one)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8608
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation Identification No. 13-3180909
1113 Westchester Avenue, White Plains, New York 10604
Telephone Number (914) 644-6400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock (par value New York, Boston, Chicago,
$1.00 per share) Pacific and Philadelphia
Stock Exchanges
Twenty year 9.55% Debentures
due May 1, 2010 New York Stock Exchange,Inc.
Securities registered pursuant to Section 12(g) of the Act: None.
At February 28, 1994, approximately 417,068,000 shares of Common Stock
were outstanding.
At February 28, 1994, the aggregate market value of the voting stock held
by nonaffiliates was approximately $15,527,000,000.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ..X... No ......
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the Registrant's Proxy Statement dated March 21, 1994
issued in connection with the 1994 Annual Meeting of Stockholders
(Parts II and III).
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for 1993 on
Form 10-K as set forth in the pages attached hereto:
Exhibit (99)a Annual Report on Form 11-K of the NYNEX Corporation
Savings Plan for Salaried Employees for the year ended
December 31, 1993.
Exhibit (99)b Annual Report on Form 11-K of the NYNEX Corporation
Savings and Security Plans (Non-Salaried Employees) for
the year ended December 31, 1993.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NYNEX Corporation
(Registrant)
By
P. M. Ciccone
(P. M. Ciccone,
Vice President and Comptroller)
Dated: April 27, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark one)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8608
NYNEX Corporation Savings Plan
for Salaried Employees
NYNEX Corporation
1113 Westchester Avenue, White Plains, New York 10604
<PAGE>
Item 1. Financial Statements and Exhibits.
(a) Financial Statements of the Plan* included herein:
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1993, 1992 and 1991
Notes to Financial Statements
Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1993
Other schedules are omitted because the information
required is contained in the financial statements
(b) Exhibits:
(23) Consent of Coopers & Lybrand
*This and certain other capitalized terms used but not defined herein
shall have their respective meanings as defined in the Plan Prospectus.
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Savings Plan Committee
of NYNEX Corporation:
We have audited the statements of net assets available for plan benefits of
the NYNEX Corporation Savings Plan for Salaried Employees as of December 31,
1993 and 1992, and the related statements of changes in net assets available
for plan benefits for each of the three years in the period ended
December 31, 1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
NYNEX Corporation Savings Plan for Salaried Employees as of December 31, 1993
and 1992 and changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes as of December 31, 1993 is presented for the purposes of
complying with the Securities and Exchange Commission's rules and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly presented in all material
respects in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND
New York, New York
April 15, 1994
3
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31, 1993
(Dollars in Thousands)
<CAPTION>
Diversified
NYNEX Telephone Diversified Guaranteed
Shares Portfolio Government Equity Interest
Fund ("DTP") Obligations Portfolio Fund
ASSETS
<S> <C> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,249,621)
see Schedule of Assets Held for
Investment Purposes:
NYNEX Corporation common shares $587,441 $ 13,457 $ - $ - $ -
DTP common shares, excluding NYNEX
Corporation common shares - 158,007 - - -
Government Obligations pooled fund - - 165,921 - -
Other marketable securities pooled fund - - - 383,401 -
Contracts with insurance companies
and other financial institutions - - - - 740,775
Temporary cash investments 2,623 30 15 163 448
Receivable for loans to Plan
participants - - - - -
Total Investments 590,064 171,494 165,936 383,564 741,223
Allotments and contributions receivable
(Note 7) 2,748 - 450 2,804 3,062
InterFund, interPlan and other
transfers receivable--net 1,361 - - 2,685 237
Dividends and interest receivable 8,845 892 1 3 -
Total Assets 603,018 172,386 166,387 389,056 744,522
LIABILITIES
Accrued expenses 25 10 5 12 16
InterFund, interPlan and other
transfers payable - net - 898 3,504 - -
Notes payable (Note 10) - - - - -
Total Liabilities 25 908 3,509 12 16
Net Assets Available for Plan
Benefits (Notes 1 and 4) $602,993 $171,478 $162,878 $389,044 $744,506
See notes to financial statements.
</TABLE>
4
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31, 1993
(Dollars in Thousands)
<CAPTION>
Employee Stock
Loan Ownership Plan
Fund Allocated Unallocated Total
ASSETS
<S> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,249,621)
see Schedule of Assets Held for
Investment Purposes:
NYNEX Corporation common shares $ - $136,341 $382,095 $1,119,334
DTP common shares, excluding NYNEX
Corporation common shares - - - 158,007
Government Obligations pooled fund - - - 165,921
Other marketable securities pooled fund - - - 383,401
Contracts with insurance companies
and other financial institutions - - - 740,775
Temporary cash investments - 359 17 3,655
Receivable for loans to Plan
participants 61,017 - - 61,017
Total Investments 61,017 136,700 382,112 2,632,110
Allotments and contributions receivable
(Note 7) - 3,124 - 12,188
InterFund, interPlan and other
transfers receivable--net 585 - - 4,868
Dividends and interest receivable - 2,006 5,618 17,365
Total Assets 61,602 141,830 387,730 2,666,531
LIABILITIES
Accrued expenses - 21 - 89
InterFund, interPlan and other
transfers payable - net - 406 - 4,808
Notes payable (Note 10) - - 430,053 430,053
Total Liabilities - 427 430,053 434,950
Net Assets Available for Plan
Benefits (Notes 1 and 4) $61,602 $141,403 $(42,323) $2,231,581
See notes to financial statements.
</TABLE>
4
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31, 1992
(Dollars in Thousands)
<CAPTION>
NYNEX Diversified Guaranteed
Shares Government Equity Interest
Fund DTP Obligations Portfolio Fund
ASSETS
<S> <C> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,099,656)
NYNEX Corporation common shares $589,894 $ 14,879 $ - $ - $ -
NYNEX Corporation common shares
distributable 1,103 38 - - -
DTP common shares, excluding NYNEX
Corporation common shares - 150,289 - - -
DTP common shares distributable,
excluding NYNEX Corporation common
shares - 383 - - -
Government Obligations pooled fund - - 170,609 - -
Other marketable securities pooled fund - - - 310,345 -
Contracts with insurance companies
and other financial institutions - - - - 671,789
Temporary cash investments 366 1,038 15 67 9,803
Receivable for loans to Plan participants - - - - -
Total Investments 591,363 166,627 170,624 310,412 681,592
Allotments and contributions receivable
(Note 7) 2,948 - 549 2,178 3,652
InterFund, interPlan and other
transfers receivable--net - - - 2,026 270
Dividends and interest receivable 8,062 915 2 3 (105)
Total Assets 602,373 167,542 171,175 314,619 685,409
LIABILITIES
InterFund, interPlan and other
transfers payable--net 1,440 1,173 478 - 27
Notes payable (Note 10) - - - - -
Total Liabilities 1,440 1,173 478 - 27
Net Assets Available for Plan
Benefits (Notes 1 and 4) $600,933 $166,369 $170,697 $314,619 $685,382
See notes to financial statements.
</TABLE>
5
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31, 1992
(Dollars in Thousands)
<CAPTION>
Employee Stock
Loan Ownership Plan
Fund Allocated Unallocated Total
ASSETS
<S> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,099,656)
NYNEX Corporation common shares $ - $102,720 $416,128 $1,123,621
NYNEX Corporation common shares
distributable - - - 1,141
DTP common shares, excluding NYNEX
Corporation common shares - - - 150,289
DTP common shares distributable,
excluding NYNEX Corporation common
shares - - - 383
Government Obligations pooled fund - - - 170,609
Other marketable securities pooled fund - - - 310,345
Contracts with insurance companies
and other financial institutions - - - 671,789
Temporary cash investments - 153 3 11,445
Receivable for loans to Plan participants 53,047 - - 53,047
Total Investments 53,047 102,873 416,131 2,492,669
Allotments and contributions receivable
(Note 7) - 2,992 - 12,319
InterFund, interPlan and other
transfers receivable--net - - - 2,296
Dividends and interest receivable - 1,425 5,755 16,057
Total Assets 53,047 107,290 421,886 2,523,341
LIABILITIES
InterFund, interPlan and other
transfers payable--net 999 356 - 4,473
Notes payable (Note 10) - - 431,587 431,587
Total Liabilities 999 356 431,587 436,060
Net Assets Available for Plan
Benefits (Notes 1 and 4) $52,048 $106,934 $ (9,701) $2,087,281
See notes to financial statements.
</TABLE>
5
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
(Dollars in Thousands)
<CAPTION>
NYNEX Diversified Guaranteed
Shares Government Equity Interest
Fund DTP Obligations Portfolio Fund
<S> <C> <C> <C> <C> <C>
Employee allotments $ 34,659 $ - $ 6,154 $ 31,022 $ 41,125
Employing Company contributions (Note 7) 3,947 - 747 2,412 5,309
Allocation of shares to participants - - - - -
Supplemental contributions - - - - -
Transfers of participants' balances--net (8,649) (8,645) (13,846) 24,732 (4,813)
Transfer for loan repayment - - - - -
Total allotments, contributions,
allocations and transfers 29,957 (8,645) (6,945) 58,166 41,621
Investment income:
Dividends on NYNEX Corporation
common shares 33,979 809 - - -
Other dividends - 6,334 - 19 -
Interest 1,461 17 200 884 52,752
Net appreciation (depreciation)
in the fair value of investments (27,509) 16,220 8,872 33,777 -
Total increase 37,888 14,735 2,127 92,846 94,373
Less: Administrative expenses 250 77 176 244 296
Distributions to participants 35,578 9,549 9,770 18,177 34,953
Interest on loan - - - -
Net increase (decrease) 2,060 5,109 (7,819) 74,425 59,124
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1993 600,933 166,369 170,697 314,619 685,382
End of year--December 31, 1993 (Note 4) $602,993 $171,478 $162,878 $389,044 $744,506
See notes to financial statements.
</TABLE>
6
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
(Dollars in Thousands)
<CAPTION>
Employee Stock
Loan Ownership Plan
Fund Allocated Unallocated Total
<S> <C> <C> <C> <C>
Employee allotments $ - $ - $ - $ 112,960
Employing Company contributions (Note 7) - 25,458 - 37,873
Allocation of shares to participants - 15,973 (15,973) -
Supplemental contributions - - 15,554 15,554
Transfers of participants' balances--net 9,554 (977) - (2,644)
Transfer for loan repayment - (3,100) 3,100 -
Total allotments, contributions,
allocations and transfers 9,554 37,354 2,681 163,743
Investment income:
Dividends on NYNEX Corporation
common shares - 7,167 22,935 64,890
Other dividends - - - 6,353
Interest - 66 46 55,426
Net appreciation (depreciation)
in the fair value of investments - (5,940) (18,060) 7,360
Total increase 9,554 38,647 7,602 297,772
Less: Administrative expenses - 227 - 1,270
Distributions to participants - 3,951 - 111,978
Interest on loan - - 40,224 40,224
Net increase (decrease) 9,554 34,469 (32,622) 144,300
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1993 52,048 106,934 (9,701) 2,087,281
End of year--December 31, 1993 (Note 4) $61,602 $141,403 $(42,323) $2,231,581
See notes to financial statements.
</TABLE>
6
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
(Dollars in Thousands)
<CAPTION>
NYNEX Diversified Guaranteed
Shares Government Equity Interest
Fund DTP Obligations Portfolio Fund
<S> <C> <C> <C> <C> <C>
Employee allotments $ 35,151 $ - $ 6,789 $ 23,196 $ 46,935
Employing Company contributions (Note 7) 4,589 - 902 2,144 6,462
Allocation of shares to participants - - - - -
Supplemental contributions - - - - -
Transfers of participants' balances--net (15,596) (12,709) 1,927 9,880 2,411
Notes payable prepayment credits - - - - -
Total allotments, contributions,
allocations and transfers 24,144 (12,709) 9,618 35,220 55,808
Investment income:
Dividends on NYNEX Corporation
common shares 33,347 903 - - -
Other dividends - 7,164 - 7 -
Interest 1,300 28 210 625 54,894
Net appreciation
in the fair value of investments 22,853 16,452 10,357 23,215 -
Total increase 81,644 11,838 20,185 59,067 110,702
Less: Distributions to participants 65,308 22,822 19,788 32,177 63,402
Interest on loan - - - - -
Net increase (decrease) 16,336 (10,984) 397 26,890 47,300
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1992 584,597 177,353 170,300 287,729 638,082
End of year--December 31, 1992 (Note 4) $600,933 $166,369 $170,697 $314,619 $685,382
See notes to financial statements.
</TABLE>
7
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
(Dollars in Thousands)
<CAPTION>
Employee Stock
Loan Ownership Plan
Fund Allocated Unallocated Total
<S> <C> <C> <C> <C>
Employee allotments $ - $ - $ - $ 112,071
Employing Company contributions (Note 7) - 24,805 - 38,902
Allocation of shares to participants - 18,500 (18,500) -
Supplemental contributions - - 22,334 22,334
Transfers of participants' balances--net 9,462 (472) - (5,097)
Notes payable prepayment credits - - 4,509 4,509
Total allotments, contributions,
allocations and transfers 9,462 42,833 8,343 172,719
Investment income:
Dividends on NYNEX Corporation
common shares - 4,890 23,394 62,534
Other dividends - - - 7,171
Interest - 49 21 57,127
Net appreciation
in the fair value of investments - 4,567 15,302 92,746
Total increase 9,462 52,339 47,060 392,297
Less: Distributions to participants - 4,796 - 208,293
Interest on loan - 2,310 42,954 45,264
Net increase (decrease) 9,462 45,233 4,106 138,740
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1992 42,586 61,701 (13,807) 1,948,541
End of year--December 31, 1992 (Note 4) $52,048 $106,934 $ (9,701) $2,087,281
See notes to financial statements.
</TABLE>
7
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1991
(Dollars in Thousands)
<CAPTION>
NYNEX Diversified Guaranteed
Shares Government Equity Interest
Fund DTP Obligations Portfolio Fund
<S> <C> <C> <C> <C> <C>
Employee allotments $ 37,275 $ 6 $ 6,636 $ 16,946 $ 52,580
Employing Company contributions (Note 7) 5,207 - 997 1,844 7,312
Allocation of shares to participants - - - - -
Supplemental contributions - - - - -
Transfers of participants' balances--net (634) (12,031) 2,887 7,602 (3,759)
Transfer for loan repayment - - - - -
Total allotments, contributions,
allocations and transfers 41,848 (12,025) 10,520 26,392 56,133
Investment income:
Dividends on NYNEX Corporation
common shares 31,788 1,013 - - -
Other dividends - 7,905 - 3,717 -
Interest 1,379 38 6,095 466 52,757
Net appreciation
in the fair value of investments 67,270 8,321 11,711 61,484 -
Total increase 142,285 5,252 28,326 92,059 108,890
Less: Distributions to participants 38,460 13,346 10,097 16,131 35,508
Interest on loan - - - - -
Net increase (decrease) 103,825 (8,094) 18,229 75,928 73,382
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1991 480,772 185,447 152,071 211,801 564,700
End of year--December 31, 1991 (Note 4) $584,597 $177,353 $170,300 $287,729 $638,082
See notes to financial statements.
</TABLE>
8
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1991
(Dollars in Thousands)
<CAPTION>
Employee Stock
Loan Ownership Plan
Fund Allocated Unallocated Total
<S> <C> <C> <C> <C>
Employee allotments $ - $ - $ - $ 113,443
Employing Company contributions (Note 7) - 18,017 - 33,377
Allocation of shares to participants - 23,607 (23,607) -
Supplemental contributions - (172) 36,392 36,220
Transfers of participants' balances--net 12,153 - - 6,218
Transfer for loan repayment - (155) 155 -
Total allotments, contributions,
allocations and transfers 12,153 41,297 12,940 189,258
Investment income:
Dividends on NYNEX Corporation
common shares - 2,362 24,078 59,241
Other dividends - - - 11,622
Interest - 51 24 60,810
Net appreciation
in the fair value of investments - 2,705 52,477 203,968
Total increase 12,153 46,415 89,519 524,899
Less: Distributions to participants 702 1,273 - 115,517
Interest on loan - - 50,870 50,870
Net increase (decrease) 11,451 45,142 38,649 358,512
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1991 31,135 16,559 (52,456) 1,590,029
End of year--December 31, 1991 (Note 4) $42,586 $61,701 $(13,807) $1,948,541
See notes to financial statements.
</TABLE>
8
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Plan Description
The Plan* was established by NYNEX Corporation ("NYNEX") to provide a
convenient way for salaried employees to save on a regular and long-term
basis. Participants are able to invest in one or various allowable
combinations of four funds: NYNEX Shares Fund, Government Obligations, the
Diversified Equity Portfolio and the Guaranteed Interest Fund. Effective
September 1, 1993, with certain limitations, a participant may transfer, in
1 percent increments, between 1 percent and 100 percent of that
participant's interest in a given fund to another fund four times each year.
The Plan was amended effective February 15, 1990 to include an employee
stock ownership plan ("ESOP") which was designed to invest primarily in
NYNEX shares. During February 1990, the Trust related to the ESOP borrowed
$449,296,875 from NYNEX which funded the purchase of 5,625,000 shares of
NYNEX stock. The shares are allocated to participant accounts as the
Employing Company makes matching contributions. Effective July 1, 1990,
Employing Company contributions related to employee Basic Pre-Tax
Allotments are allocated to employees in the form of NYNEX stock from the
ESOP.
The NYNEX Shares Fund invests primarily in the Common Stock of NYNEX.
The Diversified Telephone Portfolio ("DTP") contains shares of American
Telephone and Telegraph Company ("AT&T") and of NYNEX and the other
regional holding companies formed in connection with the court-ordered
divestiture effected by AT&T on January 1, 1984. Initial investments in
the DTP represented amounts previously invested in the AT&T Shares Fund of
the predecessor Bell System Savings Plan for Salaried Employees.
No new contributions or allotments may be invested in the DTP under the
Plan and all earnings of the DTP will be invested in the NYNEX Shares Fund.
The Diversified Equity Portfolio invests in a Bankers Trust Company pooled
Equity Index Fund. This fund is principally a portfolio of common stocks
constructed and maintained with the objective of providing investment
results which approximate the overall performance of the common stocks
included in the Standard and Poors Composite Index of 500 stocks.
The Government Obligations fund invests in a Bankers Trust Company pooled
Short Government Bond Index Fund. This fund invests primarily in fixed
income securities of the United States Government or any agency thereof
with the objective of providing investment results which approximate the
overall performance of the securities included in the Lehman Brothers Inc.
1 - 3 year Government Index.
*This and certain other capitalized terms used but not defined herein
shall have their respective meanings as defined in the Plan Prospectus.
9
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
The Guaranteed Interest Fund invests in contracts issued by one or more
insurance companies or other financial institutions which guarantee by
agreement the repayment of principal plus (i) a fixed rate of interest
for a fixed period of time or (ii) a fixed rate of interest for a fixed
or indefinite period of time combined with the right to participate in
income earned above such fixed rate. Such fund is not guaranteed by any
of the Employing Companies. Effective September 1, 1993, the Plan was
changed to allow greater flexibility in investing in a wider range of
interest bearing investments by redefining the types of investments
permitted under the Guaranteed Interest Fund.
Pursuant to the Plan, loans were initially made available to certain
Participating Employees in 1987. The amount that an eligible employee
may borrow is limited by certain factors, including the employee's
vested interest in the respective employee's pre-tax account. Except
under certain circumstances, the loans provide for periodic repayments
over a period not to exceed five years, at an interest rate determined
under the Plan. Effective September 1, 1993, employees also may prepay
the entire loan, at any time after the first of the month following the
loan effective date. Loans are collateralized by the employee's account.
Bankers Trust Company is the Trustee for the Plan.
For a complete description of the Plan, participants should refer to the
Plan Prospectus.
2. Dispositions and Plan Amendments
The following companies were disposed of on the dates indicated and are
no longer actively contributing to the Plan:
BIS Banking Systems, Inc. (7/14/93)
Leroux, Pitts and Associates, Inc. (8/20/93)
NYNEX ALLINK (12/31/93)
Lamarian Systems, Inc. (1/5/94)
Effective September 1, 1993, the Plan was changed in certain respects,
including the following:
- to provide that a Participating Employee may apply for a loan
immediately upon having a sufficient Pre-Tax Allotment Account
balance available under the Plan, may prepay a loan, at any time
after the first of the month following the loan effective date and
may initiate a new loan the month following the payoff of the
existing loan.
- to permit the Committee to set loan interest rates; for loan cycles
beginning September 16, 1993, the Committee set the loan interest
rates based on the prime rate.
10
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
- to increase the number of allotment changes to 12 times per calendar
year.
- to increase the number of investment direction changes to 12 times
per calendar year.
- to restructure the hierarchical sequence of withdrawals to allow
participants access to the greatest amount of basis available
without incurring penalty or forfeiture (according to Internal
Revenue Service Regulations).
- to allow beneficiaries an additional election to receive cash for
investments in NYNEX Shares, DTP and the ESOP Fund.
- to eliminate the 6 month period during which a transfer of plan
balances between non-salaried and salaried plans must occur after a
change of status; the transfer can take place at any time.
- to allow Government Obligations fund to be transferred directly to
Guaranteed Interest Fund; eliminate 6 month waiting period on
transfers from Government Obligations fund to Guaranteed Interest
Fund.
- to eliminate unrestricted transfers from Guaranteed Interest Fund to
Government Obligations fund and allow Guaranteed Interest Fund
transfers into Government Obligations fund after they have been
transferred into and remain at least three months in NYNEX Shares,
the Diversified Equity Portfolio or any other applicable funds.
- to increase the number of fund transfers from 2 times a year with a
six month wait between transfers to 4 times a year, but no more
frequently than once in any 3 month period.
- to allow fund transfers in 1 percent increments (currently 50% or
100%).
- to allow special opportunities, as determined by NYNEX, to transfer
Guaranteed Interest Fund assets to Government Obligations.
Effective January 1, 1993, the Plan was changed in certain respects,
including the following:
-to provide that the Plan pay administrative fees out of its trusts
to the extent permitted by law.
The Plan is being administered in compliance with the Unemployment
Compensation Amendments Act of 1992 and the regulations thereunder and
will be amended on or before the date required by law.
11
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
Effective during 1992, the Plan was changed in certain respects,
including the following:
- to provide that certain employees of BIS Banking Systems, Inc. could
participate in the profit sharing portion of the Plan with limited
Employing Company matching contributions (see "Dispositions"); and
- to provide that a Participating Employee may not roll over into the
Plan any amounts that are attributable to amounts that were at any
time held under any plan maintained by NYNEX or any of its directly
or indirectly owned subsidaries.
3. Accounting Policies
Change in Accounting Principle
During 1993, the Plan changed its method of accounting for distributions
payable. Distributions payable were previously reported as a liability
in the Statement of Net Assets Available for Plan Benefits. In May
1993, the American Institute of Certified Public Accountants issued a
new audit and accounting guide (the "Guide"). The Guide states that
benefit amounts should not be accrued as liabilities. Therefore, a
retroactive adjustment has been made to reflect the effect of the change
in accounting principle in the Statement of Net Assets Available for
Plan Benefits and the Statement of Changes in Net Assets Available for
Plan Benefits as of and for the year ended December 31, 1992.
Assets allocated for benefits payable to persons who have elected to
withdraw from the Plan but have not yet been paid amounted to
approximately $8,980,000 and $9,565,000 at December 31, 1993 and 1992,
respectively (see Note 11).
Value of Investments
The value of NYNEX shares and the value of the shares of each company in
the DTP are determined on the basis of the closing price per share as
quoted by the New York Stock Exchange Composite Transactions listing on
December 31 or, if no sales were made on that date, at the closing price
on the next preceding day on which sales were made.
The value of the Plan's investment in the pooled Equity Index Fund
included in the Diversified Equity Portfolio and the pooled Short
Government Bond Index Fund included in the Government Obligations fund
is based on each pooled fund's respective per share value. The trustee
of the pooled funds determines per share value based upon market value
of the underlying securities held by the funds at December 31.
12
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
The value of each contract with an insurance company or other financial
institution included in the Guaranteed Interest Fund is determined at
December 31, based upon the principal then invested in the fund plus the
interest then credited on such principal, which approximates the
estimated market value.
Purchases and Sales of Investments
Purchases and sales of investments are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
Investment Income
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis.
Appreciation (Depreciation) of Investments
The Statement of Changes in Net Assets Available for Plan Benefits
reflects the net appreciation (depreciation) in the fair value of the
Plan's investments, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
Reclassification
Certain components of the prior year's Statement of Net Assets Available
for Plan Benefits and Statement of Changes in Net Assets Available for
Plan Benefits have been reclassified to conform with the current year's
presentation.
13
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
4. Number and Value of Units
The interest of an employee in each Fund of the Plan, with the exception
of the Loan Fund, is represented by units as described in Section 8 of
the Plan. The number and value of units at each month end, carried to
the fourth decimal place, were as follows:
<CAPTION>
December 31, 1993 December 31, 1992
Number Value Number Value
of Units per Unit of Units per Unit*
<S> <C> <C> <C> <C>
NYNEX Shares Fund 129,348,623 $4.6618 130,087,979 $4.6194
Diversified Telephone Portfolio 14,802,063 11.5847 15,749,360 10.5635
Government Obligations 20,133,716 8.0898 22,193,334 7.6914
Diversified Equity Portfolio 37,621,201 10.3411 33,471,133 9.3997
Guaranteed Interest Fund 179,497,034 4.1477 177,581,380 3.8595
Employee Stock Ownership Plan 111,411,125 1.2692 84,908,687 1.2594
</TABLE>
<TABLE>
<CAPTION>
Diversified
NYNEX Shares Fund Telephone Portfolio
Number Value Number Value
1993 of Units Per Unit of Units Per Unit
<S> <C> <C> <C> <C>
January 130,091,031 $4.5112 15,749,417 $10.5362
February 129,505,416 4.9921 15,574,668 11.3196
March 129,311,329 5.1051 15,513,327 11.5432
April 129,070,752 4.6744 15,380,020 11.0997
May 129,317,150 4.6276 15,312,168 11.3918
June 129,312,229 5.0871 15,261,944 12.0014
July 129,378,893 5.0591 15,204,644 12.1918
August 129,406,722 5.2096 15,183,785 12.7368
September 129,578,575 5.2200 15,117,402 12.4552
October 128,845,043 4.8134 14,992,052 12.4137
November 129,059,584 4.8562 14,930,888 11.8075
</TABLE>
<TABLE>
<CAPTION>
Government Obligations Diversified Equity Portfolio
Number Value Number Value
1993 of Units Per Unit of Units Per Unit
<S> <C> <C> <C> <C>
January 22,197,625 $7.7321 33,426,354 $9.4356
February 22,078,098 7.7927 33,672,263 9.5645
March 22,032,363 7.8147 33,913,227 9.7645
April 22,036,834 7.8615 34,603,768 9.5351
May 21,754,457 7.8419 35,051,869 9.7864
June 21,656,654 7.8975 35,567,749 9.8160
July 21,547,281 7.9156 35,898,317 9.7752
August 21,536,320 7.9827 36,317,136 10.1400
September 21,461,701 8.0088 36,597,553 10.0640
October 21,392,317 8.0234 36,730,034 10.2728
November 20,839,248 8.0247 36,896,796 10.1838
</TABLE>
14
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
<TABLE>
NOTES TO FINANCIAL STATEMENTS (Continued)
<CAPTION>
Guaranteed Interest Fund Employee Stock Ownership Fund
Number Value Number Value
1993 of Units Per Unit of Units Per Unit
<S> <C> <C> <C> <C>
January 177,590,058 $3.8677 84,879,431 $1.2368
February 177,798,535 3.8902 87,095,700 1.3668
March 177,947,458 3.9150 89,240,955 1.3976
April 179,124,049 3.9388 93,404,663 1.2857
May 179,197,874 3.9636 95,615,216 1.2663
June 179,077,764 3.9878 98,098,300 1.3899
July 178,939,279 4.0116 100,172,398 1.3823
August 179,567,619 4.0354 101,952,412 1.4235
September 179,207,756 4.0587 104,001,354 1.4262
October 178,636,594 4.0825 105,487,988 1.3205
November 179,597,497 4.1055 107,503,628 1.3289
* The value per unit has been adjusted to reflect the change in accounting
principle described above (see "Change in Accounting Principle").
</TABLE>
<TABLE>
5. Number of Participants
<CAPTION>
As of December 31, 1993, the number of participants currently
contributing to the Plan, by investment direction described in Section 7
of the Plan, was:
<S> <C>
Entirely in the NYNEX Shares Fund 3,462
Entirely in Government Obligations 301
Entirely in the Diversified Equity Portfolio 2,534
Entirely in the Guaranteed Interest Fund 4,202
Equally in the NYNEX Shares Fund and Government Obligations 401
Equally in the NYNEX Shares Fund and the Diversified
Equity Portfolio 2,033
Equally in the NYNEX Shares Fund and the Guaranteed
Interest Fund 2,663
Equally in Government Obligations and the
Diversified Equity Portfolio 632
Equally in the Diversified Equity Portfolio and
the Guaranteed Interest Fund 1,759
Equally in the NYNEX Shares Fund, Government
Obligations and the Diversified Equity Portfolio 520
Equally in the NYNEX Shares Fund, the Diversified
Equity Portfolio and the Guaranteed
Interest Fund 1,065
</TABLE>
6. Federal Income Taxes
In June 1993, the Internal Revenue Service issued a determination that
the Plan meets the requirements of Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code") and is exempt from federal income
taxes under Section 501(a) of the Code. For information on the federal
income tax status of the employee with respect to the Plan, participants
should refer to the Plan Prospectus.
15
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
7. Allotments and Contributions
As a general rule, an Eligible Employee may authorize a basic allotment
from 2% to 6% of Salary. A supplementary allotment of not more than 10%
of Salary may be authorized by employees electing the maximum 6% basic
allotment. Employing Company matching contributions are made based upon
an amount equal to 66 2/3% of the authorized Basic After-Tax Allotment
and 75% of the authorized Basic Pre-Tax Allotment of each participating
employee. Such matching contributions on authorized Basic Pre-Tax
Allotments are invested only in NYNEX shares and are placed in an
employee stock ownership plan account within the Plan. Eligible
Employees of certain of the companies which participate in the Plan are
subject to different rules concerning allotments, company matching
contributions and participation in the ESOP. For a detailed discussion
of these differences, participants should refer to the Plan Prospectus.
Contributions are subject to applicable rules set forth in the Code and
the regulations thereunder.
All units forfeited under the Plan by an employee shall be applied as a
credit to reduce subsequent contributions of the Employing Company at the
time of forfeiture.
8. Termination Priorities
In the event that the Plan is terminated, subject to conditions set forth
in the Employee Retirement Income Security Act of 1974, as amended, the
Plan provides that the net assets shall be distributed to participating
employees in an amount equal to their respective interests in such assets.
9. Plan Expenses
Prior to 1993, Plan expenses, which related primarily to the cost of
administering the Plan, were paid by NYNEX. Effective January 1, 1993,
the Plan will pay certain administrative fees out of its trusts to the
extent permitted by law and fees not paid by the Plan will be paid by
NYNEX.
10. Indebtedness
During 1990, pursuant to the NYNEX Employee Stock Ownership Trust, the
ESOP Trust issued a Secured Promissory Note of $449,296,875 to NYNEX for
the purpose of purchasing shares of common stock of NYNEX. The Secured
Promissory Note is collateralized by all shares of common stock of NYNEX
acquired by the ESOP Trust. The borrowings bear interest at 9.778% and
have maturities from February 1, 1996 through February 1, 2015.
Principal amounts of $13,347,843, $14,625,445 and $15,806,690 will mature
in 1996, 1997 and 1998, respectively. Employing Company
16
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
contributions to the ESOP Fund and dividends on unallocated shares for
1993 of $15,553,739 and $22,935,093, and for 1992 of $22,334,071 and
$23,393,604, respectively, were used to pay interest on the debt and to
prepay $1,533,866 and $7,709,987 of the principal during 1993 and 1992,
respectively.
<TABLE>
11. Reconciliation of Form 11-K to Form 5500
<CAPTION>
The Department of Labor requires that amounts allocated to accounts of
persons who have elected to withdraw from the Plan but have not yet been
paid be reported as liabilities on the Plan's Form 5500. In accordance
with the American Institute of Certified Public Accountants audit and
accounting guide, benefit amounts should not be accrued as liabilities of
the Plan. The following is a reconciliation to the amounts reported on
Form 5500.
<S> <C>
Distributions to participants as presented
in the Statement of Changes in Net Assets
Available for Plan Benefits for the year
ended December 31, 1993 $111,978,000
Benefits claims payable presented in the
Statement of Net Assets Available for Plan
Benefits contained in Form 5500 as of
December 31, 1993 (see Note 3) 8,980,000
Less Benefits claims payable presented in the
Statement of Net Assets Available for Plan
Benefits contained in Form 5500 as of
December 31, 1992 (see Note 3) 9,565,000
Benefit payment and payments to provide benefits:
Directly to Participants and beneficiaries presented
in the Statement of Changes in Net Assets Available
for Plan Benefits contained in Form 5500 for the year
ended December 31, 1993 $111,393,000
</TABLE>
17
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<CAPTION>
December 31, 1993
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
NYNEX SHARES FUND
NYNEX Corporation common shares*--97.4% ....................... 14,640,268 shs $436,601 $587,441
Temporary Cash Investments--.4% ............................... $2,623 2,623 2,623
Total NYNEX Shares Fund--97.8% ......................... 439,224 590,064
DIVERSIFIED TELEPHONE PORTFOLIO
NYNEX Corporation common shares--7.84% ........................ 335,382 shs 5,361 13,457
Other common shares:
American Information Technologies Corporation ............... 253,283 5,941 19,439
American Telephone and Telegraph Company .................... 801,669 13,183 42,088
Bell Atlantic Corporation ................................... 337,317 5,857 19,986
BellSouth Corporation ....................................... 373,220 7,495 21,647
Pacific Telesis Group, Inc. ................................. 338,665 4,161 18,373
Southwestern Bell Corporation ............................... 508,285 5,304 21,094
U S WEST Inc. ............................................... 335,266 4,914 15,380
Total Other common shares--92.14% ...................... 46,855 158,007
Temporary Cash Investments--.02% .............................. $30 30 30
Total Diversified Telephone Portfolio--100.0% 52,246 171,494
GOVERNMENT OBLIGATIONS
Pooled Short Government Bond Index Fund*--101.9% .............. 138,438,605 shs 141,108 165,921
Temporary Cash Investments-- .................................. $15 15 15
Total Government Obligations--101.9% ................... 141,123 165,936
</TABLE>
18
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued)
(Dollars in Thousands)
<CAPTION>
December 31, 1993
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
DIVERSIFIED EQUITY PORTFOLIO
Pooled Equity Index Fund*--98.6% ..................................................... 387,302 shs $298,385 $383,401
Temporary Cash Investments ........................................................... $163 163 163
Total Diversified Equity Portfolio:--98.6% ............................... 298,548 383,564
GUARANTEED INTEREST FUND
Contracts with Insurance Companies and other Financial Institutions:+
American International Life Assurance Company, 5.63%-7.64%, matures 6/30/96-3/31/98. 47,794 47,794 47,794
Bankers Trust Company, 8.95%, matures 10/01/94 ..................................... 15,461 15,461 15,461
Connecticut General Life Insurance Company, 4.52%-6.66%, matures 12/31/94-3/31/97... 86,641 86,641 86,641
Hartford Life Insurance Company, 4.68%, matures 3/20/95 ............................ 32,669 32,669 32,669
Phoenix Home Life Insurance Company, 8.80%, matures 9/30/94......................... 8,922 8,922 8,922
John Hancock Mutual Life Insurance Company, 6.00%-8.60%, matures 10/01/94-10/01/97.. 17,815 17,815 17,815
Metropolitan Life Insurance Company*, 5.65%-8.80%, matures 6/30/94-9/30/98.......... 115,113 115,113 115,113
Morgan Bank (Delaware), 8.88%, matures 1/01/94 .................................... 10,217 10,217 10,217
Mutual Benefit Life Insurance Company, 4.00%, matures 12/31/00-12/31/04............. 3,965 3,965 3,965
New York Life Insurance Company*, 5.88%-7.65%, matures 12/31/96-12/31/98............ 164,660 164,660 164,660
Provident National Assurance Company, 9.58%, matures 6/30/94-6/30/95................ 15,248 15,248 15,248
The Prudential Insurance Company of America, 6.63%-8.85%,
matures 3/31/94-3/31/98 ......................................................... 114,771 114,771 114,771
State Mutual Company, 8.38%-8.40%, matures 3/31/95-3/31/96.......................... 31,878 31,878 31,878
The Travelers Insurance Company, 8.61%, matures 10/01/94............................ 13,283 13,283 13,283
Union Bank of Switzerland, 5.08%-6.86%, matures 4/01/94-9/30/98..................... 62,338 62,338 62,338
Total Contracts with Insurance Companies and
other Financial Institutions:--99.5% ................................... 740,775 740,775
Temporary Cash Investments:--.1% ..................................................... $448 448 448
Total Guaranteed Interest Fund:--99.6% ................................... 741,223 741,223
LOAN FUND
Receivable for loans to Plan
Participants -- 99.1% ............................................................. 61,017 61,017 61,017
Total Loan Fund: -- 99.1% ................................................ 61,017 61,017 61,017
</TABLE>
19
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued)
(Dollars in Thousands)
<CAPTION>
December 31, 1993
Number of
Shares or
Principal
Amount Cost Value
<S> <C> <C> <C>
EMPLOYEE STOCK OWNERSHIP PLAN
Allocated
NYNEX Corporation common share*:--96.4%...................... 3,397,899 shs $ 135,555 $ 136,341
Temporary Cash Investments--.3%.............................. $359 359 359
Total Allocated:--96.7%.......................... 135,914 136,700
Unallocated
NYNEX Corporation common shares*............................. 9,522,611 shs 380,309 382,095
Temporary Cash Investments................................... $17 17 17
Total Unallocated................................ 380,326 382,112
Total Employee Stock Ownership Plan........... 516,240 518,812
GRAND TOTAL:--117.9%.................... $2,249,621 $2,632,110
<F01>
* Investment represents 5% or more of the Plan's Net Assets Available for Plan Benefits.
<F02>
+ The contracts with insurance companies and other financial institutions guarantee both the crediting of interest
at a stated rate on monies placed with them and the repayment of principal to meet disbursement needs of the
Fund. Collectively, these contracts result in a composite interest rate. The composite interest rate for the
calendar year 1993 was approximately 7.1%. The composite interest rate for calendar years after 1993 may be
either higher or lower due to changing market conditions.
<F03>
The amount of interest credited to the Fund is a function of the timing and size of the remittance of
participants' allotments, company contributions and proceeds from maturing contracts. Participant-directed
transactions may also cause the actual yield for 1994 to vary from the composite rate for 1993.
<F04>
NOTE: Percentages represent percentage of each fund's net assets available for Plan benefits.
20
<PAGE>
Exhibit (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
on Form S-8 (File Nos. 33-51897, 2-94110, 33-21635, 33-27802, 33-16570,
2-95634 and 2-95780) of NYNEX Corporation of our reports dated April 15, 1994
on our audits of the financial statements of the NYNEX Corporation Savings
Plan for Salaried Employees and the NYNEX Corporation Savings and Security
Plan (Non-Salaried Employees) as of December 31, 1993 and 1992, and for each
of the three years in the period ended December 31, 1993 and the accompanying
schedules of assets held for investment purposes as of December 31, 1993,
which are included in the Annual Reports on Form 11-K for the above
referenced Plans filed, by amendment, as exhibits to the Annual Report on
Form 10-K of NYNEX Corporation for the year ended December 31, 1993.
COOPERS & LYBRAND
New York, New York
April 26, 1994
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Savings Plan Committee of NYNEX Corporation has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
NYNEX CORPORATION SAVINGS
PLAN FOR SALARIED EMPLOYEES
By D. J. Sacco
(D. J. Sacco, Chairman,
Savings Plan Committee)
Date: April 27, 1994
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark one)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8608
NYNEX Corporation Savings and Security Plan
(Non-Salaried Employees)
NYNEX Corporation
1113 Westchester Avenue, White Plains, New York 10604
<PAGE>
Item 1. Financial Statements and Exhibits.
(a) Financial Statements of the Plan* included herein:
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1993, 1992 and 1991
Notes to Financial Statements
Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1993
Other schedules are omitted because the information
required is contained in the financial statements
(b) Exhibits:
(23) Consent of Coopers & Lybrand
*This and certain other capitalized terms used but not defined herein shall
have their respective meanings as defined in the Plan Prospectus.
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Savings and Security Plan Committee
of NYNEX Corporation:
We have audited the statements of net assets available for plan benefits of
the NYNEX Corporation Savings and Security Plan (Non-Salaried Employees) as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1993. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
NYNEX Corporation Savings and Security Plan (Non-Salaried Employees) as of
December 31, 1993 and 1992 and changes in net assets available for plan
benefits for each of the three years in the period ended December 31, 1993,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes as of December 31, 1993 is presented for the purposes of
complying with the Securities and Exchange Commission's rules and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly presented in all material
respects in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND
New York, New York
April 15, 1994.
3
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Net Assets Available for Plan Benefits
December 31, 1993
(Dollars in Thousands)
<CAPTION>
Diversified
NYNEX Telephone Guaranteed Diversified
Shares Portfolio Interest Loan Government Equity
Fund ("DTP") Fund Fund Obligations Portfolio Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at value(Note 3)(cost $1,186,067)
see Schedule of Assets Held for
Investment Purposes:
NYNEX Corporation common shares $843,953 $ 11,231 $ - $ - $ - $ - $ 855,184
DTP common shares, excluding NYNEX
Corporation common shares - 126,483 - - - - 126,483
Contracts with insurance companies
and other financial institutions - - 355,106 - - - 355,106
Government Obligations pooled fund - - - - 1,863 - 1,863
Other marketable securities pooled fund - - - - - 18,199 18,199
Temporary cash investments 10,289 60 27,943 - 35 646 38,973
Receivable for loans to Plan
participants - - - 48,968 - - 48,968
Total Investments 854,242 137,774 383,049 48,968 1,898 18,845 1,444,776
Allotments and contributions receivable
(Note 7) 1,538 - 869 - 10 166 2,583
InterFund, interPlan and other
transfers receivable--net - - - 444 - 626 1,070
Dividends and interest receivable 12,403 721 7 - - 1 13,132
Total Assets 868,183 138,495 383,925 49,412 1,908 19,638 1,461,561
LIABILITIES
Accrued expenses 76 22 8 - - 1 107
InterFund, interPlan and other
transfers payable--net 266 724 701 - 27 - 1,718
Payable for investments purchased 1,806 - - - - - 1,806
Total Liabilities 2,148 746 709 - 27 1 3,631
Net Assets Available for
Plan Benefits (Notes 1 and 4) $866,035 $137,749 $383,216 $49,412 $1,881 $19,637 $1,457,930
See notes to financial statements.
</TABLE>
4
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Net Assets Available for Plan Benefits
December 31, 1992
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at value (Note 3)(cost $998,110)
NYNEX Corporation common shares $770,742 $ 12,197 $ - $ - $ - $ - $ 782,939
NYNEX Corporation common shares
distributable 552 10 - - - - 562
DTP common shares, excluding NYNEX
Corporation common shares - 118,198 - - - - 118,198
DTP common shares distributable,
excluding NYNEX Corporation
common shares - 107 - - - - 107
Contracts with insurance companies
and other financial institutions - - 310,004 - - - 310,004
Government Obligations pooled fund - - - - 1,309 - 1,309
Other marketable securities pooled fund - - - - - 7,055 7,055
Temporary cash investments 7,624 429 19,874 - 42 338 28,307
Receivable for loans to Plan
participants - - - 35,669 - - 35,669
Total Investments 778,918 130,941 329,878 35,669 1,351 7,393 1,284,150
Allotments and contributions receivable
(Note 7) 136 - 277 - 6 57 476
InterFund, interPlan and other
transfers receivable--net 30 - - 397 - 183 610
Dividends and interest receivable 10,904 716 72 - - 21 11,713
Total Assets 789,988 131,657 330,227 36,066 1,357 7,654 1,296,949
LIABILITIES
InterFund, interPlan and other
transfers payable--net - 771 545 - 20 - 1,336
Total Liabilities - 771 545 - 20 - 1,336
Net Assets Available for
Plan Benefits (Notes 1 and 4) $789,988 $130,886 $329,682 $36,066 $1,337 $ 7,654 $1,295,613
See notes to financial statements.
</TABLE>
5
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1993
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
Employee allotments $ 55,230 $ - $ 55,997 $ - $ 601 $ 7,153 $ 118,981
Employing Company
contributions (Note 7) 56,172 - - - - - 56,172
Transfers of participants' balances--net (2,256) (6,079) (8,275) 13,346 (46) 3,915 605
Total allotments, contributions
and transfers 109,146 (6,079) 47,722 13,346 555 11,068 175,758
Investment income:
Dividends on NYNEX Corporation
common shares 46,975 670 - - - - 47,645
Other dividends - 5,049 - - - - 5,049
Interest 1,963 12 26,004 - 7 94 28,080
Net appreciation (depreciation) in
the fair value of investments (42,672) 12,961 - - 81 1,149 (28,481)
Total increase 115,412 12,613 73,726 13,346 643 12,311 228,051
Less: Administrative expenses 741 127 312 - 2 14 1,196
Distributions to participants 38,624 5,623 19,880 - 97 314 64,538
Net increase 76,047 6,863 53,534 13,346 544 11,983 162,317
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1993 789,988 130,886 329,682 36,066 1,337 7,654 1,295,613
End of year-December 31, 1993 (Note 4) $866,035 $137,749 $383,216 $49,412 $1,881 $19,637 $1,457,930
See notes to financial statements.
</TABLE>
6
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1992
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
Employee allotments $ 48,896 $ - $ 54,396 $ - $ 459 $3,473 $ 107,224
Employing Company
contributions (Note 7) 46,852 - - - - - 46,852
Transfers of participants' balances--net (3,854) (6,561) (3,233) 14,385 233 1,650 2,620
Total allotments, contributions
and transfers 91,894 (6,561) 51,163 14,385 692 5,123 156,696
Investment income:
Dividends on NYNEX Corporation
common shares 41,326 763 - - - - 42,089
Other dividends - 5,368 - - - - 5,368
Interest 1,515 37 25,560 - 6 44 27,162
Net appreciation in the fair
value of investments 28,295 12,530 - - 55 457 41,337
Total increase 163,030 12,137 76,723 14,385 753 5,624 272,652
Less: Distributions to participants 65,694 12,856 34,502 - 64 313 113,429
Net increase (decrease) 97,336 (719) 42,221 14,385 689 5,311 159,223
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1992 692,652 131,605 287,461 21,681 648 2,343 1,136,390
End of year--December 31, 1992 (Note 4) $789,988 $130,886 $329,682 $36,066 $1,337 $7,654 $1,295,613
See notes to financial statements.
</TABLE>
7
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1991
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
Employee allotments $ 52,627 $ - $ 58,845 $ - $ 95 $ 455 $ 112,022
Employing Company
contributions (Note 7) 48,998 - - - 41 230 49,269
Transfers of participants'
balances--net 2,561 (8,146) (1,152) 11,017 500 1,548 6,328
Total allotments, contributions
and transfers 104,186 (8,146) 57,693 11,017 636 2,233 167,619
Investment income:
Dividends on NYNEX Corporation
common shares 38,258 819 - - - - 39,077
Other dividends - 6,190 - - - - 6,190
Interest 1,348 86 24,225 - 1 7 25,667
Net appreciation in the fair
value of investments 81,094 5,948 - - 22 134 87,198
Total increase 224,886 4,897 81,918 11,017 659 2,374 325,751
Less: Distributions to participants 97,484 20,715 51,201 - 11 31 169,442
Net increase (decrease) 127,402 (15,818) 30,717 11,017 648 2,343 156,309
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1991 565,250 147,423 256,744 10,664 - - 980,081
End of year--December 31, 1991 (Note 4) $692,652 $131,605 $287,461 $21,681 $648 $2,343 $1,136,390
See notes to financial statements.
</TABLE>
8
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS
1. Plan Description
The Plan* was established by NYNEX Corporation ("NYNEX") to provide a
convenient way for non-salaried employees to save on a regular and
long-term basis. Participants are able to invest in one or various
allowable combinations of four funds: NYNEX Shares Fund, Government
Obligations, the Diversified Equity Portfolio and the Guaranteed
Interest Fund. Effective September 1, 1993, with certain limitations, a
participant may transfer, in 1 percent increments, between 1 percent and
100 percent of that participant's interest in a given fund to another
fund four times each year.
The NYNEX Shares Fund invests primarily in the Common Stock of NYNEX.
The Diversified Telephone Portfolio ("DTP") contains shares of
American Telephone and Telegraph Company ("AT&T") and of NYNEX and the
other regional holding companies formed in connection with the
court-ordered divestiture effected by AT&T on January 1, 1984. Initial
investments in the DTP represented amounts previously invested in the
AT&T Shares Fund of the predecessor Bell System Savings and Security
Plan (Non-Salaried Employees). No new contributions or allotments may
be invested in the DTP under the Plan and all earnings of the DTP will
be invested in the NYNEX Shares Fund.
The Diversified Equity Portfolio invests in a Bankers Trust Company
pooled Equity Index Fund. This fund is principally a portfolio of common
stocks constructed and maintained with the objective of providing
investment results which approximate the overall performance of the
common stocks included in the Standard and Poors Composite Index of 500
stocks.
The Government Obligations fund invests in a Bankers Trust Company
pooled Short Government Bond Index Fund. This fund invests primarily in
fixed income securities of the United States Government or any agency
thereof with the objective of providing investment results which
approximate the overall performance of the securities included in the
Lehman Brothers Inc. 1 - 3 year Government Index.
The Guaranteed Interest Fund invests in contracts issued by one or more
insurance companies or other financial institutions which guarantee by
agreement the repayment of principal plus (i) a fixed rate of interest
for a fixed period of time or (ii) a fixed rate of interest for a fixed
or indefinite period of time combined with the right to participate in
*This and certain other capitalized terms used but not defined
herein shall have their respective meanings as defined in the Plan
Prospectus.
9
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
income earned above such fixed rate. Such fund is not guaranteed by any
of the Employing Companies. Effective September 1, 1993 the Plan was
changed to allow greater flexibility in investing in a wider range of
interest bearing investments by redefining the types of investments
permitted under the Guaranteed Interest Fund.
Pursuant to the Plan, loans were made available to certain Participating
Employees effective January 1, 1989. The amount that an eligible
Participating Employee may borrow is limited by certain factors,
including the employee's vested interest in the respective employee's
pre-tax account. Except under certain circumstances, the loans provide
for periodic repayments over a period not to exceed five years, at an
interest rate determined under the Plan. Effective September 1, 1993,
participants also may prepay the entire loan at any time, after the
first of the month following the loan effective date. Loans are
collateralized by the Participating Employee's account.
Bankers Trust Company is the Trustee for the Plan.
For a complete description of the Plan, participants should refer to the
Plan Prospectus.
2. Plan Amendments
Effective September 1, 1993, the Plan was changed in certain respects,
including the following:
- to provide that a Participating Employee may apply for a loan
immediately upon having a sufficient Pre-Tax Allotment Account
balance available under the Plan, may prepay a loan at any time
after the first of the month following the loan effective date and
may initiate a new loan the month following the payoff of the
existing loan.
- to permit the Committee to set loan interest rates; for loan cycles
beginning September 16, 1993, the Committee set the loan interest
rates based on the prime rate.
- to increase the number of allotment changes to 12 times per calendar
year.
- to increase the number of investment direction changes to 12 times
per calendar year.
- to restructure the hierarchical sequence of withdrawals to allow
participants access to the greatest amount of basis available
without incurring penalty or forfeiture (according to Internal
Revenue Service Regulations).
- to allow beneficiaries an additional election to receive cash for
investments in NYNEX Shares and DTP.
10
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
- to eliminate the 6 month period during which a transfer of plan
balances between non-salaried and salaried plans must occur after a
change of status; the transfer can take place at any time.
- to allow Government Obligations fund to be transferred directly to
Guaranteed Interest Fund; to eliminate 6 month waiting period on
transfers from Government Obligations fund to Guaranteed Interest
Fund.
- to eliminate unrestricted transfers from Guaranteed Interest Fund to
Government Obligations fund and allow Guaranteed Interest Fund
transfers into Government Obligations after they have been
transferred into and remain at least three months in NYNEX Shares,
the Diversified Equity Portfolio or any other applicable funds.
- to increase the number of fund transfers from 2 times a year with a
six month wait between transfers to 4 times a year, but no more
frequently than once in any 3 month period.
- to allow fund transfers in 1 percent increments (currently 50% or
100%).
- to allow special opportunities, as determined by NYNEX, to transfer
Guaranteed Interest Fund assets to Government Obligations.
Effective January 1, 1993 the Plan was changed in certain respects,
including the following:
- to provide that the company match will increase to 66 2/3% of the
employee's basic allotment; and
- to provide that the Plan shall pay administrative fees out of its
trust to the extent permitted by law.
The Plan is being administered in compliance with the Unemployment
Compensation Amendments Act of 1992 and the regulations thereunder and
will be amended on or before the date required by law.
3. Accounting Policies
Change in Accounting Principle
During 1993, the Plan changed its method of accounting for distributions
payable. Distributions payable were previously reported as a liability
in the Statement of Net Assets Available for Plan Benefits. In May
1993, the American Institute of Certified Public Accountants issued a
new audit and accounting guide (the "Guide"). The Guide states that
benefit amounts should not be accrued as liabilities. Therefore, a
retroactive adjustment has been made to reflect the effect of the change
in accounting principle in the Statement of Net Assets Available for
Plan Benefits and the Statement of Changes in Net Assets Available for
Plan Benefits as of and for the year ended December 31, 1992.
11
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
Assets allocated for benefits payable to persons who have elected to
withdraw from the Plan but have not yet been paid amounted to
approximately $4,354,000 and $5,094,000 at December 31, 1993 and 1992,
respectively (see Note 10).
Value of Investments
The value of NYNEX shares and the value of the shares of each company in
the DTP are determined on the basis of the closing price per share as
quoted by the New York Stock Exchange Composite Transactions listing on
December 31 or, if no sales were made on that date, at the closing price
on the next preceding day on which sales were made.
The value of the Plan's investment in the pooled Equity Index Fund
included in the Diversified Equity Portfolio and the pooled Short
Government Bond Index Fund included in the Government Obligations fund
is based on each pooled fund's respective per share value. The trustee
of the pooled funds determines per share value based upon market value
of the underlying securities held by the funds at December 31.
The value of each contract with an insurance company or other financial
institution included in the Guaranteed Interest Fund is determined at
December 31, based upon the principal then invested in the fund plus the
interest then credited on such principal, which approximates the
estimated market value.
Purchases and Sales of Investments
Purchases and sales of investments are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
Investment Income
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis.
Appreciation (Depreciation) of Investments
The Statement of Changes in Net Assets Available for Plan Benefits
reflects the net appreciation (depreciation) in the fair value of the
Plan's investments, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
Reclassification
Certain components of the prior year's Statement of Net Assets Available
for Plan Benefits and Statement of Changes in Net Assets Available for
Plan Benefits have been reclassified to conform with the current year's
presentation.
12
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
4. Number and Value of Units
The interest of an employee in each Fund of the Plan, with the exception
of the Loan Fund, is represented by units as described in Section 8 of
the Plan. The number and value of units at each month end, carried to
the fourth decimal place, were as follows:
<CAPTION>
December 31, 1993 December 31, 1992
Number Value Number Value
of Units per Unit of Units per Unit*
<S> <C> <C> <C> <C>
NYNEX Shares Fund 183,682,665 $4.7148 169,074,444 $4.6724
Diversified Telephone Portfolio 25,820,497 5.3349 26,884,657 4.8684
Guaranteed Interest Fund 87,943,940 4.3575 81,098,564 4.0652
Government Obligations 1,595,337 1.1791 1,185,940 1.1274
Diversified Equity Portfolio 15,236,542 1.2888 6,502,056 1.1772
</TABLE>
<TABLE>
<CAPTION>
Diversified
NYNEX Shares Telephone Portfolio
Number Value Number Value
1993 of Units Per Unit of Units Per Unit
<S> <C> <C> <C> <C>
January 169,086,498 $4.5723 26,886,936 $4.8543
February 170,482,876 5.0565 26,758,828 5.2158
March 171,215,987 5.1706 26,656,940 5.3203
April 172,048,123 4.7352 26,562,641 5.1143
May 173,165,755 4.6880 26,446,564 5.2420
June 174,417,106 5.1518 26,358,176 5.5259
July 175,270,157 5.1231 26,223,467 5.6127
August 176,785,085 5.2765 26,141,261 5.8712
September 178,139,917 5.2857 26,090,535 5.7450
October 179,205,808 4.8767 26,026,210 5.7273
November 181,028,903 4.9198 25,933,541 5.4497
</TABLE>
<TABLE>
<CAPTION>
Government Obligations Diversified Equity Portfolio
Number Value Number Value
1993 of Units Per Unit of Units Per Unit
<S> <C> <C> <C> <C>
January 1,185,572 $1.1295 6,502,265 $1.1845
February 1,252,891 1.1380 7,153,441 1.1994
March 1,308,880 1.1410 7,730,302 1.2225
April 1,365,723 1.1476 8,239,568 1.1955
May 1,384,002 1.1447 8,903,732 1.2256
June 1,448,897 1.1525 9,620,364 1.2295
July 1,475,637 1.1551 10,342,373 1.2246
August 1,489,842 1.1649 11,280,595 1.2683
September 1,532,089 1.1686 11,817,278 1.2594
October 1,561,962 1.1707 12,465,844 1.2840
November 1,604,292 1.1709 13,275,328 1.2731
</TABLE>
13
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Guaranteed Interest Fund
Number Value
1993 of Units Per Unit
<S> <C> <C>
January 81,120,448 $4.0724
February 82,009,339 4.0950
March 82,658,123 4.1204
April 83,131,868 4.1447
May 83,675,890 4.1698
June 84,342,557 4.1942
July 84,591,286 4.2191
August 85,375,496 4.2441
September 85,628,992 4.2684
October 86,068,016 4.2931
November 86,789,675 4.3169
* The value per unit has been adjusted to reflect the change in accounting
principle described above (see "Change in Accounting Principle").
</TABLE>
<TABLE>
5. Number of Participants
<CAPTION>
As of December 31, 1993, the number of participants currently
contributing to the Plan, by investment direction described in Section 7
of the Plan, was:
<S> <C>
Entirely in the NYNEX Shares Fund 11,867
Entirely in Government Obligations 27
Entirely in the Diversified Equity Portfolio 1,212
Entirely in the Guaranteed Interest Fund 13,870
Equally in the NYNEX Shares Fund and
Government Obligations 63
Equally in the NYNEX Shares Fund and
the Diversified Equity Portfolio 1,147
Equally in the NYNEX Shares Fund and
the Guaranteed Interest Fund 11,338
Equally in Government Obligations and
the Diversified Equity Portfolio 139
Equally in the Diversified Equity Portfolio and
the Guaranteed Interest Fund 652
Equally in the NYNEX Shares Fund, Government Obligations
and the Diversified Equity Portfolio 159
Equally in the NYNEX Shares Fund, the Diversified Equity
Portfolio and the Guaranteed Interest Fund 652
In addition, Employing Company Contributions on behalf of 290 employees
who have elected to participate in a union-sponsored trust are held in
NYNEX Shares.
</TABLE>
14
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Federal Income Taxes
In June 1993, the Internal Revenue Service issued a determination that
the Plan meets the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and is exempt from federal
income taxes under Section 501(a) of the Code. For information on the
federal income tax status of the employee with respect to the Plan,
participants should refer to the Plan Prospectus.
7. Allotments and Contributions
As a general rule, an Eligible Employee may authorize a basic allotment
from 2% to 6% of Basic Weekly Rate. A supplementary allotment of not
more than 10% of Basic Weekly Rate may be authorized by employees
electing the maximum 6% basic allotment. Effective January 1, 1993, the
Plan was changed to provide that the company match will increase to
66 2/3% of the employee's basic allotment. During 1992, Employing
Company Contributions were made based upon an amount equal to 60% of the
authorized basic allotment of each Participating Employee.
Contributions are subject to applicable rules set forth in the Code and
the regulations thereunder.
All units forfeited under the Plan by an employee shall be applied as a
credit to reduce subsequent contributions of the Employing Company at
the time of forfeiture.
8. Termination Priorities
In the event that the Plan is terminated, subject to conditions set
forth in the Employee Retirement Income Security Act of 1974, as
amended, the Plan provides that the net assets shall be distributed to
Participating Employees in an amount equal to their respective interest
in such assets.
9. Plan Expenses
Prior to 1993, Plan expenses, which related primarily to the cost of
administering the Plan, were paid by NYNEX. Effective January 1, 1993,
the Plan will pay certain administrative fees out of its trust to the
extent permitted by law and any fees not paid by the Plan will be paid
by NYNEX.
10. Reconcilation of Form 11-K to Form 5500
The Department of Labor requires that amounts allocated to accounts of
persons who have elected to withdraw from the Plan but have not yet been
paid be reported as liabilities on the Plan's Form 5500. In accordance
with the American Institute of Certified Public Accountants audit and
accounting guide, benefit amounts should not be accrued as
15
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
liabilities of the Plan. The following is a reconciliation to the amounts
reported on Form 5500.
<TABLE>
<CAPTION>
<S> <C>
Distributions to participants as presented
in the Statement of Changes in Net Assets
Available for Plan Benefits for the year
ended December 31, 1993 $64,538,000
Benefits claims payable presented in the
Statement of Net Assets Available for Plan
Benefits contained in Form 5500 as of
December 31, 1993 (see Note 3) 4,354,000
Less: Benefits claims payable presented in the
Statement of Net Assets Available for Plan
Benefits contained in Form 5500 as of
December 31, 1992 (see Note 3) 5,094,000
Benefit payment and payments to provide benefits:
Directly to Participants and beneficiaries presented
in the Statement of Changes in Net Assets Available
for Plan Benefits contained in Form 5500 for the year
ended December 31, 1993 $63,798,000
</TABLE>
16
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<CAPTION>
December 31, 1993
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
NYNEX SHARES
NYNEX Corporation common shares*--97.4%........................................... 21,033,108 shs $687,144 $843,95
Temporary Cash Investments--1.2%.................................................. $10,289 10,289 10,28
Total NYNEX Shares--98.6%................................................. 697,433 854,24
DIVERSIFIED TELEPHONE PORTFOLIO
NYNEX Corporation common shares--8.15%............................................ 279,898 shs 3,971 11,23
Other common shares:
American Telephone and Telegraph Company ....................................... 608,233 9,697 31,93
American Information Technologies Corporation .................................. 210,674 4,154 16,16
Bell Atlantic Corporation ...................................................... 278,687 4,241 16,51
BellSouth Corporation .......................................................... 283,465 5,018 16,44
Pacific Telesis Group, Inc. .................................................... 279,311 3,037 15,15
Southwestern Bell Corporation .................................................. 420,124 3,926 17,43
U S WEST Inc. .................................................................. 279,910 3,629 12,84
Total Other common shares--91.81%......................................... 33,702 126,48
Temporary Cash Investments--.04%.................................................. $60 60 6
Total Diversified Telephone Portfolio--100%............................... 37,733 137,77
GUARANTEED INTEREST FUND
Contracts with Insurance Companies and Other Financial Institutions:+
American International Life Assurance Co., 5.84%-7.64%, matures 6/30/96-9/30/97.. 24,598 24,598 24,59
Bank of America, 9.11%, matures 10/01/94-10/01/95................................ 11,764 11,764 11,76
Bankers Trust Company, 8.95%, matures 10/01/94-10/01/95.......................... 10,308 10,308 10,30
Citibank South Dakota N.A., 8.71%, matures 4/01/94 .............................. 8,842 8,842 8,84
Confederation Life Insurance, 8.52%, matures 1/2/96 ............................. 13,014 13,014 13,01
Connecticut General Life Insurance Company, 6.28%, matures 12/31/94.............. 5,978 5,978 5,97
John Hancock Mutual Life Insurance Company, 6.00%, matures 10/01/97.............. 13,192 13,192 13,19
Metropolitan Life Insurance Company, 5.67%-9.05%, matures 6/30/94-9/30/98........ 69,251 69,251 69,25
New York Life Insurance Company*, 5.15.%-7.60%, matures 12/31/96-6/30/99......... 90,997 90,997 90,99
Provident National Assurance Company, 8.23% matures 1/02/95-7/01/95.............. 21,228 21,228 21,22
The Prudential Insurance Company of America, 6.58%-7.00%, matures 3/31/97-6/30/98 39,133 39,133 39,13
Union Bank of Switzerland, 5.10%-6.86%, matures 4/01/94-9/30/98 ................. 46,801 46,801 46,80
Total Contracts with Insurance Companies
and Other Financial Institutions:--92.7% ............................... 355,106 355,10
</TABLE>
17
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<CAPTION>
December 31, 1993
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
Temporary Cash Investments--7.3%............................ $27,943 $ 27,943 $ 27,943
Total Guaranteed Interest Fund--100%................ 383,049 383,049
LOAN FUND
Receivable for loans to Plan
Participants -- 99.1% .................................... 48,968 48,968 48,968
Total Loan Fund: -- 99.1% .......................... 48,968 48,968 48,968
GOVERNMENT OBLIGATIONS
Pooled Short Government Bond Index Fund--99%................ 1,554,248 shs 1,729 1,863
Temporary Cash Investments--1.9% ........................... $35 35 35
Total Government Obligations--100.9% ............... 1,764 1,898
DIVERSIFIED EQUITY PORTFOLIO
Pooled Equity Index Fund--92.7% ............................ 18,408 shs 16,474 18,199
Temporary Cash Investments--3.3% ........................... $646 646 646
Total Diversified Equity Portfolio--96%............. 17,120 18,845
GRAND TOTAL--99.1% ............................ $1,186,067 $1,444,776
<F01>
* Investment represents 5% or more of the Plan's Net Assets Available for Plan Benefits.
<F02>
+ The contracts with insurance companies and other financial institutions guarantee both the crediting of
interest at a stated rate on monies placed with them and the repayment of principal to meet disbursement needs
of the Fund. Collectively, these contracts result in a composite interest rate. The composite interest rate
for the calendar year 1993 was approximately 7.2%. The composite interest rate for calendar years after 1993
may be either higher or lower due to changing market conditions.
<F03>
The amount of interest credited to the Fund is a function of the timing and size of the remittance of
participants' allotments, company contributions and proceeds from maturing contracts. Participant-directed
transactions may also cause the actual yield for 1994 to vary from the composite rate for 1993.
<F04>
NOTE: Percentages represent percentage of each fund's net assets available for Plan benefits.
</TABLE>
18
<PAGE>
Exhibit (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
on Form S-8 (File Nos. 33-51897, 2-94110, 33-21635, 33-27802, 33-16570,
2-95634 and 2-95780) of NYNEX Corporation of our reports dated April 15, 1994
on our audits of the financial statements of the NYNEX Corporation Savings
Plan for Salaried Employees and the NYNEX Corporation Savings and Security
Plan (Non-Salaried Employees) as of December 31, 1993 and 1992, and for each
of the three years in the period ended December 31, 1993 and the accompanying
schedules of assets held for investment purposes as of December 31, 1993,
which are included in the Annual Reports on Form 11-K for the above
referenced Plans filed, by amendment, as exhibits to the Annual Report on
Form 10-K of NYNEX Corporation for the year ended December 31, 1993.
COOPERS & LYBRAND
New York, New York
April 26, 1994.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Savings and Security Plan Committee of NYNEX Corporation has duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
NYNEX CORPORATION SAVINGS AND SECURITY
PLAN (NON-SALARIED EMPLOYEES)
By D. J. Sacco
(D. J. Sacco, Chairman,
Savings and Security Plan
Committee)
Date: April 27, 1994
20
