Pricing Supplement Dated September 28, 1994 Rule 424(b)(2)
File Nos. 33-34401
33-34401-01
33-51147
33-51147-01
(To Prospectus dated January 27, 1994 and
Prospectus Supplement dated March 3, 1994)
NYNEX CAPITAL FUNDING COMPANY
Medium-Term Notes, Series B
(Fixed Rate) CUSIP NO. 67077E AY2
Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and
Interest by NYNEX Corporation
Trade Date: September 28, 1994
Principal Amount: $100,000,000
Specified Currency: U.S. Dollars
Option to Elect Payment in Specified Currency (only applicable if Specified
Currency is other than U.S. Dollars): N/A
Authorized Denominations (only applicable if Specified Currency is
other than U.S. Dollars):
Issue Price: 100%
Selling Agent's Commission: .500%
Interest Rate: See Attached Annex
Interest Payment Dates: See Attached Annex
Stated Maturity: October 15, 2009
Original Issue Date: October 14, 1994
Date of Note, if other than
Original Issue Date:
Net Proceeds to Issuer: $99,500,000
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, THE PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Form:
X Book-Entry:
Certificated:
Redemption:
X The Notes cannot be redeemed prior to Stated Maturity:
The Notes may be redeemed prior to Stated Maturity:
Initial Redemption Date:
Initial Redemption Price: %
Annual Reduction Percentage: %
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2
Extension Provisions:
X The Stated Maturity of the Notes cannot be extended
The Stated Maturity of the Notes can be extended
Extension Periods:
Final Maturity:
Repayment:
The Notes cannot be repaid prior to Stated Maturity
X The Notes can be repaid prior to Stated Maturity at the
option of the holder of the Note
Repayment Date: October 15, 1999
Repayment Price: 100% plus accrued interest to repayment date
Optional Reset Provisions:
X The interest rate on the Notes cannot be reset at the
option of the Company
The interest rate on the Notes can be reset at the option
of the Company
Optional Reset Dates:
Discounted Security: See "Tax Discussion" in the Attached Annex.
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period
Trustee Notification Dates:
Indexed Note (Other than Currency Indexed): Yes X No
Applicable Index:
Method by which principal and interest will be determined:
Currency Indexed Note: Yes X No
Base Exchange Rate:
Determination Agent:
Denominated Currency:
Face Amount:
Indexed Currency:
Dual Currency Note: Yes X No
Face Amount Currency:
Optional Payment Currency:
Designated Exchange Rate:
Option Election Dates:
Amortizing Note: Yes X No
Payments of principal and interest will be made quarterly
Payments of principal and interest will be made semiannually
Amortization Schedule is attached hereto as Annex A
Other Provisions: See Attached Annex.
Annex Attached: X Yes No
X Lehman Brothers Morgan Stanley & Co.
Incorporated
J.P. Morgan Securities Inc. Salomon Brothers Inc
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ANNEX TO PRICING SUPPLEMENT DATED September 28, 1994 (To
Prospectus dated January 27, 1994 and Prospectus Supplement dated
March 3, 1994)
NYNEX CAPITAL FUNDING COMPANY
Medium-Term Notes, Series B
(Floating Rate) CUSIP 67077E AY2
Unconditionally Guaranteed as to Payment of Principal, Premium,
if any, and Interest by NYNEX Corporation
_________________________________________________________________
Interest Rates: From and including
October 14, 1994
through and including
October 14, 1999 7.630%
From and including
October 15, 1999
to but excluding
October 15, 2009 8.230%
Interest Payment
Dates: Semi-annually on each April 15 and October
15, commencing April 15, 1995, and otherwise
at the times and on the terms applicable to
Fixed Rate Notes, as described in the
Prospectus Supplement.
Exercise of
Option to Elect
Repayment: In order for a Note to be repaid, the Paying
Agent must receive, at least 30 days but not
more than 60 days prior to the repayment
date, (a) the Note with the form entitled
"Option to Elect Repayment" therein duly
completed or (b) the telegram, telex,
facsimile transmission or letter referred to
in clause (ii) of the first sentence of the
third paragraph under the caption "Description
of Notes -- Redemption and Repayment" in the
Prospectus Supplement. The Notes will be represented
by a Global Security to be held by the Depositary's
nominee, and investors should carefully
review the fourth paragraph under the caption
"Description of Notes -- Redemption and Repayment"
in the Prospectus Supplement.
<PAGE>
Tax Discussion:
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States
federal income tax consequences of the ownership of Notes as of
the date hereof. Except where noted, it deals only with Notes
held as capital assets by United States Holders and does not deal
with special situations, such as those of dealers in securities
or currencies, financial institutions, life insurance companies,
persons holding Notes as a part of a hedging or conversion
transaction or a straddle or United States Holders whose
"functional currency" is not the U.S. dollar. Furthermore, the
discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations,
rulings and judicial decisions thereunder as of the date hereof,
and such authorities may be repealed, revoked or modified so as
to result in federal income tax consequences different from those
discussed below. A more detailed description of the tax
consequences of the purchase, ownership and disposition of Notes
can be found in the Prospectus Supplement under the heading
"Certain United States Federal Income Tax Consequences."
Persons considering the purchase, ownership or disposition of
Notes should consult their own tax advisors concerning the
federal income tax consequences in light of their particular
situations as well as any consequences arising under the laws of
any other taxing jurisdiction.
Payments of Interest
Except as set forth below, interest on a Note will
generally be taxable to a United States Holder as ordinary income
from domestic sources at the time it is paid or accrued in
accordance with the United States Holder's method of accounting
for tax purposes. As used herein, a "United States Holder" of a
Note means a holder that is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust the income
of which is subject to United States federal income taxation
regardless of its source.
Original Issue Discount
This summary is based upon Treasury regulations which
became effective on April 4, 1994 (the "OID Regulations"). A
Note with an "issue price" that is less than its stated
redemption price at maturity (the sum of all payments to be made
on the Note other than "qualified stated interest") will be
issued with original issue discount ("OID") if such difference is
at least 0.25 percent of the stated redemption price at maturity
multiplied by the number of complete years to maturity. The
"issue price" of each Note will be the first price at which a
substantial amount of the Notes is sold (other than to an
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underwriter, placement agent or wholesaler). The term "qualified
stated interest" means stated interest that is unconditionally
payable in cash or in property (other than debt instruments of
the issuer) at least annually at a single fixed rate.
Consequently, payments of stated interest will
constitute qualified stated interest to the extent of interest
payable at an annual rate of 7.63 percent. Moreover, stated
interest in excess of 7.63 percent will be treated as part of the
stated redemption price at maturity of a Note and thus will
create OID.
Accordingly, the Notes will be issued with OID and
United States Holders will be subject to special tax accounting
rules, as described in greater detail below. United States
Holders should be aware that they generally must include OID in
gross income in advance of the receipt of cash attributable to
that income. However, United States Holders generally will not
be required to include separately in income cash payments
received on the Notes, even if denominated as interest, to the
extent such payments do not constitute qualified stated interest.
The amount of OID includible in income by the initial
United States Holder of a Note is the sum of the "daily portions"
of OID with respect to the Note for each day during the taxable
year or portion of the taxable year in which such United States
Holder held such Note ("accrued OID"). The daily portion is
determined by allocating to each day in any "accrual period" a
pro rata portion of the OID allocable to that accrual period.
The "accrual period" for a Note may be of any length and may vary
in length over the term of the Note, provided that each accrual
period is no longer than one year and each scheduled payment of
principal or interest occurs on the first day or the final day of
an accrual period. The amount of OID allocable to any accrual
period is an amount equal to the excess, if any, of (a) the
product of the Note's adjusted issue price at the beginning of
such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and
properly adjusted for the length of the accrual period) over (b)
the sum of any qualified stated interest allocable to the accrual
period. OID allocable to a final accrual period is the
difference between the amount payable at maturity (other than a
payment of qualified stated interest) and the adjusted issue
price at the beginning of the final accrual period. Special
rules will apply for calculating OID for an initial short accrual
period. The "adjusted issue price" of a Note at the beginning of
any accrual period is equal to its issue price increased by the
accrued OID for each prior accrual period (determined without
regard to the amortization of any acquisition or bond premium, as
described below) and reduced by any payments made on such Note
(other than qualified stated interest) on or before the first day
of the accrual period. Under these rules, a United States Holder
will have to include in income increasingly greater amounts of
OID in successive accrual periods. The Company is required to
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provide information returns stating the amount of OID accrued on
Notes held of record by persons other than corporations and other
exempt holders.
Sale, Exchange and Retirement of Notes
A United States Holder's tax basis in a Note will, in
general, be the United States Holder's cost therefor, increased
by OID or market discount previously included in income by the
United States Holder and reduced by any amortized premium and any
cash payments on the Note other than qualified stated interest.
Upon the sale, exchange or retirement of a Note, a United States
Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange or retirement
(less any accrued qualified stated interest, which will be
taxable as such) and the adjusted tax basis of the Note. Except
with respect to market discount, such gain or loss will be
capital gain or loss and will be long-term capital gain or loss
if at the time of sale, exchange or retirement the Note has been
held for more than one year. Under current law, net capital
gains of individuals are, under certain circumstances, taxed at
lower rates than items of ordinary income. The deductibility of
capital losses is subject to limitations.
