Original Electronically Transmitted to the Securities and Exchange Commission
on January 13, 1994 Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation No. 13-3180909
335 Madison Avenue, New York, New York 10017
Telephone Number 212 370-7400
NYNEX Corporation Savings and Security Plan
(Non-Salaried Employees)
Agent for Service
J.S. Rubin
Executive Vice President and Chief Financial Officer
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
Telephone Number 914 644-6400
Please send copies of all communications to:
Raymond F. Burke, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price offering registration
registered registered (1) per share* price* fee
Common Stock--par
value $1 per share 6,000,000 shares $40.00 $240,000,000 $82,759.20
============================================================================
(1) Represents the estimated number of Shares that may be acquired by the
Trustee under the NYNEX Corporation Savings and Security Plan
(Non-Salaried Employees) (the "Plan").
* Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rule 457(h) based upon the average of the
high and low prices per share of Common Stock of NYNEX Corporation as
quoted on the New York Stock Exchange--Composite Transactions listing for
January 4, 1994.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
related to this Registration Statement also covers securities registered
under Registration Statement Nos. 2-94110, 33-16570 and 33-27802.
<PAGE>
2
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation ("NYNEX") with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended
December 31, 1992;
(2) NYNEX's Quarterly Report on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1993;
(3) NYNEX's Current Reports on Form 8-K, dates of reports February 16,
June 1, October 4, November 10, November 19 and December 24, 1993.
(4) NYNEX Corporation Savings and Security Plan (Non-Salaried Employees)
Annual Report on Form 11-K for the year ended December 31, 1992.
(5) The description of NYNEX's Common Stock on Form 10 dated
November 15, 1983 and Form 8-A dated October 20, 1989.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior
to termination of the offering shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and consolidated financial
statement schedules of NYNEX and its subsidiaries included or incorporated by
reference in NYNEX's Annual Report on Form 10-K for the year ended December
31, 1992 and the financial statements and Schedule of Investments of the Plan
included in the Plan's Annual Report on Form 11-K for the year ended
December 31, 1992, incorporated by reference in this Registration Statement,
have been incorporated herein in reliance on the report of Coopers & Lybrand,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The legality of the securities offered hereby will be passed upon for
NYNEX by Raymond F. Burke, Executive Vice President and General Counsel.
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3
Item 6. Indemnification of Directors and Officers.
Section 145, as amended, of the Delaware General Corporation Law
provides that a Delaware corporation may indemnify, among others, its
officers, directors, employees and agents under the circumstances described
in the statute. Article 9, as amended May 6, 1987, of the Restated
Certificate of Incorporation of NYNEX provides for indemnification of NYNEX
directors and officers as follows:
"9.1 The corporation shall indemnify any person who was or is a
party or witness, or is threatened to be made a party or witness, to any
threatened, pending or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of
the corporation), whether civil, criminal, administrative or
investigative (including a grand jury proceeding), by reason of the fact
that he or she (a) is or was a director or officer of the corporation,
or (b) as a director or officer of the corporation, is or was serving at
the request of the corporation as a director, officer, employee, agent,
partner or trustee (or in any similar position) of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent authorized or permitted by the General
Corporation Law of Delaware and any other applicable law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, or in connection with
any appeal thereof; provided, however, that, except as provided in
Section 9.2 of this Article with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any such
person in connection with an action, suit or proceeding (or part
thereof) initiated by such person only if the initiation of such action,
suit or proceeding (or part thereof) was authorized by the Board of
Directors. Such right to indemnification shall include the right to
payment by the corporation of expenses incurred in connection with any
such action, suit or proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a
director or officer in advance of the final disposition of such action,
suit or proceeding shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article
or otherwise.
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4
9.2 Any indemnification or advancement of expenses required under
this Article shall be made promptly, and in any event within sixty days,
upon the written request of the person entitled thereto. If a
determination by the corporation that the person is entitled to
indemnification pursuant to this Article is required, and the
corporation fails to respond within sixty days to a written request for
indemnity, the corporation shall be deemed to have approved such
request. If the corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full
pursuant to such request is not made within sixty days, the right to
indemnification and advancement of expenses as granted by this Article
shall be enforceable by the person in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in
whole or in part, in any such action or proceeding shall also be
indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the
advancement of expenses pursuant to this Article where the required
undertaking has been received by the corporation) that the claimant has
not met the standard of conduct set forth in the General Corporation Law
of Delaware, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including the
Board of Directors, independent legal counsel or the stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
General Corporation Law of Delaware, nor the fact that there has been an
actual determination by the corporation (including the Board of
Directors, independent legal counsel or the stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
9.3 The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a
person. Any repeal or modification of the provisions of this Article 9
shall not affect any obligations of the corporation or any rights
regarding indemnification and advancement of expenses of a director,
officer, employee or agent with respect to any threatened, pending or
completed action, suit or proceeding for which indemnification or the
advancement of expenses is requested, in which the alleged cause of
action accrued at any time prior to such repeal or modification.
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5
9.4 The corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article, the General Corporation Law of Delaware or
otherwise.
9.5 If this Article or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each director and officer of the
corporation as to expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, a grand jury proceeding and an action,
suit or proceeding by or in the right of the corporation, to the fullest
extent permitted by any applicable portion of this Article that shall
not have been invalidated, by the General Corporation Law of Delaware or
by any other applicable law."
Substantially identical indemnification provisions are contained in
NYNEX's By-Laws.
The directors and officers of NYNEX are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they cannot be indemnified by NYNEX.
<PAGE>
6
Item 8. Exhibits.
Exhibit
Number
5 Opinion of Raymond F. Burke, Executive Vice President and General
Counsel, NYNEX Corporation, as to the legality of the securities
being registered.
23-a Consent of Coopers & Lybrand.
23-b Consent of Raymond F. Burke, Executive Vice President and General
Counsel, NYNEX Corporation, filed as Exhibit 5.
24 Powers of Attorney.
The undersigned registrant hereby undertakes that it will submit the
Plan, and any amendments thereto, to the Internal Revenue Service ("IRS") in
a timely manner and will make all changes thereto required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code of
1986, as amended.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
<PAGE>
7
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
NYNEX Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York and State of
New York, on the 11th day of January, 1994.
NYNEX CORPORATION
By P. M. Ciccone
(P. M. Ciccone, Vice President and
Comptroller)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated:
Principal Executive Officer:
W. C. Ferguson* Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
J. S. Rubin* Executive Vice President and
Chief Financial Officer
Principal Accounting Officer:
P. M. Ciccone* Vice President and Comptroller
A Majority of Directors:
Randolph W. Bromery*
John J. Creedon*
W. C. Ferguson*
Stanley P. Goldstein*
Helene L. Kaplan* *By P. M. Ciccone
Elizabeth T. Kennan* (P. M. Ciccone, as attorney-in-fact
David J. Mahoney* and on his own behalf as
Edward E. Phillips Principal Accounting Officer)
F. V. Salerno*
I. G. Seidenberg* January 11, 1994
Walter V. Shipley*
John R. Stafford*
<PAGE>
9
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the NYNEX
Corporation Savings and Security Plan (Non-Salaried Employees) has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on the 11th day of January, 1994.
NYNEX Corporation Savings and Security Plan
(Non-Salaried Employees)
By NYNEX Savings and Security Plan
Committee
By D. J. Sacco
D. J. Sacco, Chairman
Exhibit 5
NYNEX Corporation
1113 Westchester Avenue White Plains NY 10604 3510
914 644 6424
Raymond F Burke
Executive Vice President and General Counsel
NYNEX Logo
January 11, 1994
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
Dear Sirs:
In connection with the proposed filing by NYNEX Corporation (the
"Company") under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 ("Registration Statement") relating to the registration
of 6,000,000 additional shares of the Company's Common Stock (the "Shares")
which may be purchased by the Trustee from the Company, in the open market or
by private purchase under the Company's Savings and Security Plan
(Non-Salaried Employees) (the "Plan"), I am of the opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Delaware.
2. The Plan has been duly adopted and issuance of the
Shares has been duly authorized by the Company by
appropriate corporate action.
3. Participations acquired under the Plan as provided
therein will be legally existing Participations in
the Plan in accordance with the terms thereof.
4. Upon issuance of the Shares and payment therefor in
accordance with (a) the Plan and (b) the
resolutions of the Board of Directors of the
Company relating to the Plan and the offer and sale
of the Shares, the Shares will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing with the Securities and Exchange
Commission of this Opinion as an exhibit to the Registration Statement and to
the use of my name under the heading "Interests of Named Experts and Counsel."
Very truly yours,
RAYMOND F. BURKE
Executive Vice President
and General Counsel
Exhibit 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 (File Nos. 2-94110, 33-16570, 33-27802) of NYNEX Corporation of
our report dated February 5, 1993 on our audits of the consolidated financial
statements and financial statement schedules of NYNEX Corporation and its
subsidiaries as of December 31, 1992 and 1991 and for each of the three years
in the period ended December 31, 1992, which report is incorporated by
reference in the 1992 Annual Report on Form 10-K of NYNEX Corporation. We
further consent to the incorporation by reference in this Registration
Statement of our report dated April 16, 1993 on our audits of the financial
statements of the NYNEX Corporation Savings and Security Plan (Non-Salaried
Employees), as of December 31, 1992 and 1991, and for each of the three years
in the period ended December 31, 1992 and the accompanying schedules of
assets held for investment purposes as of December 31, 1992, which are
included in the 1992 Annual Report on Form 11-K for the above referenced
Plan, filed by amendment as an exhibit to the Annual Report on Form 10-K of
NYNEX Corporation for the year ended December 31, 1992.
We further consent to the reference to our Firm under the caption "Interests
of Named Experts and Counsel" in this Registration Statement.
COOPERS & LYBRAND
New York, New York
January 11, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, each of the undersigned is an Officer or both an Officer
and a Director of the Corporation;
NOW, THEREFORE, each of the undersigned hereby constitutes and
appoints W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them
severally, as attorneys for the undersigned and in the undersigned's name,
place and stead, and in each of the undersigned's offices and capacities as
an Officer or as both an Officer and a Director of the Corporation, to
execute and file such registration statement with respect to the additional
shares of the Company's Common Stock (par value $1.00 per share) to be
offered under the Company's Savings and Security Plan (Non-Salaried
Employees), and thereafter to execute and file any amended registration
statement or statements (including any post-effective amendments thereto) and
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, with all exhibits thereto and other documents in connection
therewith, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and/or desirable to be done in and about the premises as fully, to
all intents and purposes, as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney this 11th day of January, 1994.
W. C. Ferguson J. S. Rubin
W. C. Ferguson J. S. Rubin
Chairman of the Board Executive Vice President
and Chief Executive Officer and Chief Financial Officer
P. M. Ciccone
P. M. Ciccone
Vice President and Comptroller
<PAGE>
- 2 -
State of New York )
) ss.:
County of Westchester)
On the 11th day of January, 1994, personally appeared before me,
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, to me known and known to me to
be the persons described in and who executed the foregoing instrument, and
they severally duly acknowledged to me that they and each of them executed
and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 11th day of January, 1994.
Ina H. Callery
Notary Public State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 2nd day of January, 1994.
Randolph W. Bromery
Randolph W. Bromery
State of Massachusetts)
) ss.:
County of Hampden )
On the 2nd day of January, 1994, personally appeared before me,
Randolph W. Bromery, to me known and known to me to be the person described
in and who executed the foregoing instrument, and such person duly
acknowledged to me that such person executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 2nd day of January, 1994.
Robert B. Palmer, Notary Public
Commonwealth of Massachusetts
My Commission Expires September 26, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 23rd day of December, 1993.
John J. Creedon
John J. Creedon
State of New York )
) ss.:
County of New York )
On the 23rd day of December, 1993, personally appeared before me,
John J. Creedon, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 23rd day of December, 1993.
Daniel N. Wilson
Notary Public State of New York
No. 24-4920236
Qualified in Kings County
Certificate Filed in New York County
Commission Expires June 20, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 3rd day of January, 1994.
Stanley P. Goldstein
Stanley P. Goldstein
State of New York )
) ss.:
County of Westchester)
On the 3rd day of January, 1994, personally appeared before me,
Stanley P. Goldstein, to me known and known to me to be the person described
in and who executed the foregoing instrument, and such person duly
acknowledged to me that such person executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 3rd day of January, 1994.
Eileen C. Lamela
Notary Public State of New York
No. 01LA4833603
Qualified in Westchester County
Commission Expires March 10, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 3rd day of January, 1994.
Helene L. Kaplan
Helene L. Kaplan
State of New York )
) ss.:
County of New York )
On the 3rd day of January, 1994, personally appeared before me,
Helene L. Kaplan, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 3rd day of January, 1994.
Beverly Jaeger
Notary Public State of New York
No. 41-4866996
Qualified in Queens County
Certificate Filed in New York County
Commission Expires August 31, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 5th day of January, 1994.
Elizabeth T. Kennan
Elizabeth T. Kennan
State of Massachusetts)
) ss.:
County of Hampshire )
On the 5th day of January, 1994, personally appeared before me,
Elizabeth T. Kennan, to me known and known to me to be the person described
in and who executed the foregoing instrument, and such person duly
acknowledged to me that such person executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 5th day of January, 1994.
Ann E. Chenier
Notary Public
My Commission Expires Oct. 28, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 4th day of January, 1994.
David J. Mahoney
David J. Mahoney
State of New York )
) ss.:
County of New York )
On the 4th day of January, 1994, personally appeared before me,
David J. Mahoney, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 4th day of January, 1994.
Herbert Vine
Notary Public of New Jersey
My Commission Expires Dec. 6, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1993.
Edward E. Phillips
Edward E. Phillips
State of Massachusetts)
) ss.:
County of Suffolk )
On the 21st day of December, 1994, personally appeared before me,
Edward E. Phillips, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 21st day of December, 1993.
Angela R. Bombino
Notary Public
Commonwealth of Massachusetts
My Commission Expires July 7, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 30th day of December, 1993.
F. V. Salerno
F. V. Salerno
State of New York )
) ss.:
County of Westchester )
On the 30th day of December, 1993, personally appeared before me,
F. V. Salerno, to me known and known to me to be the person described in and
who executed the foregoing instrument, and such person duly acknowledged to
me that such person executed and delivered the same for the purposes therein
expressed.
Witness my hand and official seal this 30th day of December, 1993.
Olivia Napolitano
Notary Public, State of New York
No. 4888928
Qualified in Westchester County
Commission Expires April 6, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 6th day of January, 1994.
I. G. Seidenberg
I. G. Seidenberg
State of New York )
) ss.:
County of Westchester)
On the 6th day of January, 1994, personally appeared before me,
I. G. Seidenberg, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 6th day of January, 1994.
Ina H. Callery
Notary Public State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 3rd day of January, 1994.
Walter V. Shipley
Walter V. Shipley
State of New York )
) ss.:
County of New York )
On the 3rd day of January, 1994, personally appeared before me,
Walter V. Shipley, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 3rd day of January, 1994.
John B. Wynne
Notary Public State of New York
No. 31-4367105
Qualified in New York County
Commission Expires Feb. 28, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a registration statement with respect to additional shares of the
Company's Common Stock (par value $1.00 per share) to be offered under the
Company's Savings and Security Plan (Non-Salaried Employees); and
WHEREAS, the undersigned is a Director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, J. S. Rubin and P. M. Ciccone, and each of them severally, as
attorneys for the undersigned and in the undersigned's name, place and stead,
as a Director of the Corporation, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's Savings
and Security Plan (Non-Salaried Employees), and thereafter to execute and
file any amended registration statement or statements (including any
post-effective amendments thereto) and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, with all exhibits thereto
and other documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1993.
John R. Stafford
John R. Stafford
State of New Jersey )
) ss.:
County of Morris )
On the 21st day of December, 1993, personally appeared before me,
John R. Stafford, to me known and known to me to be the person described in
and who executed the foregoing instrument, and such person duly acknowledged
to me that such person executed and delivered the same for the purposes
therein expressed.
Witness my hand and official seal this 21st day of December, 1993.
Audrey C. Young
A Notary Public of New Jersey
My Commission Expires October 10, 1995
