NYNEX CORP
8-A12B/A, 1994-04-28
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                                  


                                 FORM 8-A/A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



                              NYNEX CORPORATION                  
           (Exact name of registrant as specified in its charter)


       Delaware                                            13-3180909    
(State of incorporation)                                (IRS Employer
                                                      Identification No.)



1113 Westchester Avenue, White Plains, New York          10604  
   (Address of principal executive offices)           (Zip Code)



Registrant's telephone number, including area code:   (914) 644-6400



Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class                    Name of each exchange on which
to be so registered:                   each class is to be registered:

Common Stock,                          New York Stock Exchange, Inc.
par value $1.00 per share              Boston Stock Exchange, Inc.
                                       Chicago Stock Exchange, Incorporated
                                       Pacific Stock Exchange, Incorporated
                                       Philadelphia Stock Exchange, Inc.


Securities to be registered pursuant to Section 12(g) of the Act:

                                    None

                               Amendment No. 1

The Registrant hereby amends the Form 8-A dated October 20, 1989 to include
the Fair Price, Classified Board and Anti-Greenmail Provisions in Item 1.
Description of Registrant's Securities to be Registered.

<PAGE>

Form 8-A/A                                                 NYNEX Corporation
Page Two


Item 1.  Description of Registrant's Securities to be Registered.

Rights Plan

    On October 19, 1989, the Board of Directors declared a dividend
distribution of one Right (a "Right") for each outstanding share
of Common Stock, of NYNEX Corporation ("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 a Rights Agreement (the "Rights Agreement") between NYNEX and The First
National Bank of Boston, as successor rights agent (the "Rights Agent").

    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
certificates 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 ("Right Certificates")
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
Certificates 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.


<PAGE>

Form 8-A/A                                                 NYNEX Corporation
Page Three


    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.


<PAGE>

Form 8-A/A                                                 NYNEX Corporation
Page Four


    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 then 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 following provisions of the NYNEX Restated Certificate of
Incorporation could make more difficult the acquisition of NYNEX
by means of a tender offer, a proxy contest or otherwise.  


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:


<PAGE>

Form 8-A/A                                                 NYNEX Corporation
Page Five


       (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) 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.


<PAGE>

Form 8-A/A                                                 NYNEX Corporation
Page Six


       (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 Securities Exchange Act of
    1934, as amended (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.


Classified Board Provisions. 

    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.


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").

<PAGE>

Form 8-A/A                                                 NYNEX Corporation
Page Seven


    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.


Item 2.  Exhibits.

       1.0  Restated Certificate of Incorporation of NYNEX Corporation dated
            May 6, 1987 (Exhibit 3(a) to the Registrant's Filing on Form SE
            dated March 24, 1988, File No. 1-8608).

       2.0  Rights Agreement, dated October 19, 1989, between NYNEX
            Corporation and American Transtech Inc., as Rights
            Agent (Exhibit 5 to Current Report on Form 8-K dated October
            20, 1989, File No. 1-8608).

       3.0  Shareholder Services Agreement, dated September 8, 1992, between
            NYNEX Corporation and The First National Bank of Boston, as
            successor Rights Agent (Exhibit 19(i)1 to Registrant's
            Filing on Form SE dated March 23, 1993, File No. 1-8608).




<PAGE>

Form 8-A/A                                                 NYNEX Corporation




                                  SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                                 NYNEX Corporation


                                          By:         P. M. Ciccone        
                                                      P. M. Ciccone        
                                             Vice President and Comptroller












Dated:  April 28, 1994







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