As filed with the Securities and Exchange Commission on March 6, 1995
Registration No. 33-
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
NYNEX CORPORATION
(Exact name of registrant as specified in its charter)
1095 Avenue of the Americas
New York, New York 10036
(212) 395-2121
(Address, including zip code,
and telephone number
including area code, or registrant's
principal executive offices)
Delaware
(State of incorporation or organization)
13-3180909
(I.R.S. Employer Identification No.)
P.M. Cicone
Vice President and
comptroller
NYNEX Corportion
1113 Westchester Avenue
White Plains, New York 10604
(914) 644-6400
(Name, address including zipe code, and
telephone numberm including area code of
agent of service)
Please address a copy of all communications to:
Morrison DeS. Webb, ESQ.
Executive Vice President and General Counsel
NYNEX Corporation
1113 Westcher Avenue
White Plains, New York 10604
Approximate date of commencmentt of proposed sale to the public: From tiem
to time after the effective date o the Registration Statement as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or itnerest reinvestement plans, please check the
following box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 uner the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
CALCULATIONS OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount to Offering Aggregate Amount of
Securities to be Price Per Offering Registration
be Registered Registered Unit (1) Price(1) Fee
- --------------------------------------------------------------------
Common Stock(2) $367,722 38.25 $14,065,366 $4,850.17
Par Value $1
per share.
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) based upon the average high and low
per share of Common Stock of NYNEX Cpropration as quoted on the
New York Stock Exchange-- Composite Transactions listing for
February 17, 1995.
(2) Includes Junior Participating Preferred Stock and related purchase
rights, which prior to the occurrence of certain events will not
be exercisable or evidenced separately from the Common Stock.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until the Registration Statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED __, 1995
PROSPECTUS
367,722 SHARES
NYNEX CORPORATION
COMMON STOCK
(Par Value $1.00 Per Share)
_______________________
NYNEX's Common Stock is traded on the New York, Boston, Chicago, Pacific
and
Philadelphia Stock Exchanges.
_______________________
All the shares of NYNEX Common Stock being offered hereby (the
"Shares") are being sold for the account of a certain stockholder (the
"Selling Stockholder") of NYNEX Corporation ("NYNEX"). NYNEX will not
receive any of the proceeds from the sale of the Shares. The last reported
sale price of NYNEX Common Stock on the New York Stock Exchange-Composite
Transactions Index on ---- was ---- per share.
The Selling Stockholder (and its donees, distributees, pledgees and
personal representatives) may, from time to time, offer for sale and sell
or distribute the Shares to be offered by them hereby (a) in regular way
brokerage transactions on the New York Stock Exchange or in exchange
distributions through the facilities of said Exchange, (b) in options
transactions, (c) in negotiated transactions or (d) through other means.
Sales will be effected at market prices prevailing at the time of sale or
at such other prices as may be obtainable and as may be satisfactory to the
Selling Stockholder.
The Selling Stockholder may effect such transactions by selling Shares
to or through dealers, and such dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholder (which compensation, if any, is not expected to be in excess of
customary commissions). In connection with the sale of the Shares, the
Selling Stockholder may be deemed to have received compensation from NYNEX
in the form of underwriting discounts. The Selling Stockholder and any
dealers that participate with the Selling Stockholder in the distribution
of Shares may be deemed to be underwriters and any commissions received by
them and any profit on the resale of Shares sold by them may be deemed to
be underwriting discounts and commissions under the Securities Act of 1933,
as amended ("Securities Act").
NYNEX has agreed to indemnify the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________
, 1995
IN CONNECTION WITH THIS OFFERING, THE SELLING STOCKHOLDER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF NYNEX'S COMMON STOCK OR OPTIONS TO ACQUIRE OR SELL SHARES OF
COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, BOSTON,
CHICAGO, PACIFIC AND PHILADELPHIA STOCK EXCHANGES, IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
AVAILABLE INFORMATION
NYNEX is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "SEC"). Such reports and other information filed
by NYNEX can be inspected and copied at the public reference facilities of
the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, as well as at the following SEC Regional Offices: Seven World Trade
Center, New York, NY 10048; and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60601-2511. Copies can be obtained
from the SEC by mail at prescribed rates. Requests should be directed to
the SEC's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549.
NYNEX has filed with the SEC Registration Statements on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act, covering the Securities offered
hereby. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted from the
Prospectus in accordance with the rules and regulations of the SEC. For
further information, reference is made to the Registration Statement.
______________________
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents (File No. 1-8608 for each) are incorporated
herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended December
31, 1993, as amended;
(2) NYNEX's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1994, as amended;
(3) NYNEX's Current Reports on Form 8-K dated December 24, 1993,
January 24, 1994, March 3, 1994, March 24, 1994, June 30, 1994,
September 26, 1994, October 20, 1994 and December 8, 1994 and
filed with the SEC on January 13, 1994, March 1, 1994, March 4,
1994, March 31, 1994, July 5, 1994, October 4, 1994, October 28,
1994, and December 22, 1994, respectively; and
(4) The description of NYNEX's Common Stock on Form 10 dated November
15, 1983 and Form 8-A dated October 20, 1989, as amended by Form
8-A/A dated April 28, 1994.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
in this Prospectus and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein)
may be obtained upon written or oral request without charge by each person
to whom this Prospectus is delivered from the Treasurer of NYNEX, 1113
Westchester Avenue, White Plains, NY 10604 (telephone number (914)
644-6400).
NYNEX CORPORATION
NYNEX was incorporated on October 7, 1983 under the laws of the State
of Delaware and has its principal executive offices at 1095 Avenue of the
Americas, New York, NY 10036 (telephone number (212) 395-2121). NYNEX is a
holding company with various subsidiaries engaged in the provision of
telecommunications products and services, directory publishing and other
business services.
SELLING STOCKHOLDER
The Shares, as listed below, may be offered by the Selling Stockholder
named below (or by its donees, distributees, pledgees or personal
representatives). The only stock of NYNEX owned by the Selling Stockholder
are the Shares which are the subject of this offering. The Selling
Stockholder acquired the Shares from its parent corporation, Monohansett,
Inc. ("Monohansett"), which had acquired the shares from NYNEX pursuant to
a Stock Purchase Agreement (the "Purchase Agreement") by and among NYNEX,
Monohansett and Naushon Trust, dated as of January 25, 1995, under the
terms of which NYNEX acquired all of the outstanding capital stock of The
Elizabeth Islands Telephone Company ("EITC"). Such Selling Stockholder and
its affiliates have not had material relationships with NYNEX or any
affiliate thereof during the three years preceding such acquisition. From
August 1, 1989 through January 26, 1995, EITC, which was than an affiliate
of the Selling Stockholder, had a limited partnership interest in Cape and
Islands Cellular Limited Partnership ("Cape and Islands"). The general
partner of Cape and Islands is an affiliate of NYNEX. On January 26, 1995,
EITC was acquired by NYNEX as discussed above. The Purchase Agreement
provides that NYNEX will pay certain costs and expenses in connection with
this Registration Statement, which are estimated to be $XX,XXX. The
Registration Statement also contains mutual indemnification provisions
covering this Registration Statement and offering.
Selling Stockholder:
Number of Shares
Held Prior
Name and Address to this Offering
Ramcat, Inc. 367,722
c/o J.M. Forbes & Co.
79 Milk Street
Boston, Massachusetts 02109
EXPERTS
The consolidated financial statements and related financial statement
schedules of NYNEX and its subsidiaries included or incorporated by
reference in NYNEX's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1993, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as set forth in the report of such firm. The
consolidated financial statements and financial statement schedules
referred to above are incorporated by reference herein in reliance upon the
report of Coopers & Lybrand L.L.P. given upon the authority of that firm as
experts in accounting and auditing.
LEGAL MATTERS
The legality of the Securities to be offered hereby will be passed
upon for NYNEX by Morrison DeS. Webb, Executive Vice President and General
Counsel of NYNEX.
No dealer, salesperson or
other individual has been
authorized to give any
information or to make any
representations not contained
or incorporated by reference in
this Prospectus Supplement or
the accompanying Prospectus
and, if given or made, such
information or representations
must not be relied upon as
having been authorized by NYNEX NYNEX CORPORATION
or any underwriter, dealer or
agent. Neither this Prospectus [NYNEX LOGO]
Supplement nor the accompanying
Prospectus constitutes an offer
to sell or a solicitation of an
offer to buy any of the
securities offered hereby or
thereby in any jurisdiction to __________________
any person to whom it is
unlawful to make such offer in PROSPECTUS
such jurisdiction. Neither the
delivery of this Prospectus __________________
Supplement and the accompanying
Prospectus nor any sale made
hereunder or thereunder shall,
under any circumstances, create
any implication that the
information herein or therein
is correct as of any time
subsequent to the date hereof
or thereof or that there has
been no change in the affairs
of NYNEX since such date.
_________________
Table of Contents
Page
Available Information 2
Incorporation of Documents
by Reference 2
NYNEX Corporation 3
Selling Stockholder 3
Experts 3
Legal Matters 3
,1995
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.+
Securities and Exchange Commission Filing Fee $ 4,881
Accountants' Fees and Expenses 20,000*
Blue Sky Fees and Expenses 1,000*
Stock Exchange Listing Fees 25,000*
Total $ 50,881
____________________
+None of these expenses are being borne by the Selling Stockholder.
*Estimated.
Item 15. Indemnification of Directors and Officers.
Section 145, as amended, of the Delaware General Corporation Law
provides that a Delaware corporation may indemnify, among others, its
officers, directors, employees and agents under the circumstances described
in the statute. Article 9, as amended May 6, 1987, of the Restated
Certificate of Incorporation of NYNEX provides for indemnification of NYNEX
directors and officers as follows:
"9.1 The corporation shall indemnify any person who was or is a
party or witness, or is threatened to be made a party or witness, to
any threatened, pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in
the right of the corporation), whether civil, criminal, administrative
or investigative (including a grand jury proceeding), by reason of the
fact that he or she (a) is or was a director or officer of the
corporation or, (b) as a director or officer of the corporation, is or
was serving at the request of the corporation as a director, officer,
employee, agent, partner or trustee (or in any similar position) of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, to the fullest extent authorized or
permitted by the General Corporation Law of Delaware and any other
applicable law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to
such amendment), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit
or proceeding, or in connection with any appeal thereof; provided,
however, that, except as provided in Section 9.2 of this Article with
respect to proceedings to enforce rights to indemnification, the
corporation shall indemnify any such person in connection with an
action, suit or proceeding (or part thereof) initiated by such person
only if the initiation of such action, suit or proceeding (or part
thereof) was authorized by the Board of Directors. Such right to
indemnification shall include the right to payment by the corporation
of expenses incurred in connection with any such action, suit or
proceeding in advance of its final disposition; provided, however,
that the payment of such expenses incurred by a director or officer in
advance of the final disposition of such action, suit or proceeding
shall be made only upon delivery to the corporation of an undertaking,
by or on behalf of such director or officer, to repay all amounts so
advanced if it should be determined ultimately that such director or
officer is not entitled to be indemnified under this Article or
otherwise.
9.2 Any indemnification or advancement of expenses required
under this Article shall be made promptly, and in any event within
sixty days, upon the written request of the person entitled thereto.
If a determination by the corporation that the person is entitled to
indemnification pursuant to this Article is required, and the
corporation fails to respond within sixty days to a written request
for indemnity, the corporation shall be deemed to have approved such
request. If the corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full
pursuant to such request is not made within sixty days, the right to
indemnification and advancement of expenses as granted by this Article
shall be enforceable by the person in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in
whole or in part, in any such action or proceeding shall also be
indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the
advancement of expenses pursuant to this Article where the required
undertaking has been received by the corporation) that the claimant
has not met the standard of conduct set forth in the General
Corporation Law of Delaware, but the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation
(including the Board of Directors, independent legal counsel or the
stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of Delaware, nor the
fact that there has been an actual determination by the corporation
(including the Board of Directors, independent legal counsel or the
stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
9.3 The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of
such a person. Any repeal or modification of the provisions of this
Article 9 shall not affect any obligations of the corporation or any
rights regarding indemnification and advancement of expenses of a
director, officer, employee or agent with respect to any threatened,
pending or completed action, suit or proceeding for which
indemnification or the advancement of expenses is requested, in which
the alleged cause of action accrued at any time prior to such repeal
or modification.
9.4 The corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability
asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against
such liability under the provisions of this Article, the General
Corporation Law of Delaware or otherwise.
9.5 If this Article or any portion thereof shall be invalidated
on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer of
the corporation as to expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without
limitation, a grand jury proceeding and an action, suit or proceeding
by or in the right of the corporation, to the fullest extent permitted
by any applicable portion of this Article that shall not have been
invalidated, by the General Corporation Law of Delaware or by any
other applicable law."
Substantially identical indemnification provisions are contained in
NYNEX's By-Laws.
The directors and officers of NYNEX are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them
in such capacities and against which they cannot be indemnified by NYNEX.
Item 16. Exhibits.
5(a) Opinion of Morrison DeS. Webb, Executive Vice President and
General Counsel of NYNEX Corporation.
23(a) Consent of Coopers & Lybrand L.L.P., independent accountants.
23(b) Consent of Morrison DeS. Webb, Executive Vice President and
General Counsel of NYNEX Corporation, is contained in his opinion
filed as Exhibit 5(a).
24 Powers of Attorney
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NYNEX
Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement or amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York and
State of New York, on the 28th day of February, 1995.
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: President and
I. G. Seidenberg* Chief Executive Officer
Principal Financial Officer:
A. Z. Senter* Executive Vice President and
Chief Financial Officer
Principal Accounting Officer:
P. M. Ciccone* Vice President and Comptroller
A Majority of Directors:
John Brademas*
Randolph W. Bromery*
John J. Creedon*
William C. Ferguson*
Helene L. Kaplan* *By P. M. Ciccone
Elizabeth T. Kennan* (P. M. Ciccone, as attorney-in-fact
Edward E. Phillips* and on his own behalf as
Frederic V. Salerno* Principal Accounting Officer)
Ivan Seidenberg*
Walter V. Shipley* February 28, 1995
Exhibit 5(a)
NYNEX Corporation
1113 Westchester Avenue White Plains, NY 10604-3510
914 644-6450
Morrison DeS. Webb
Executive Vice President and General Counsel
[NYNEX
LOGO]
February 28, 1995
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Dear Sirs:
I am Executive Vice President and General Counsel
of NYNEX Corporation ("NYNEX") and am familiar with its
activities and its proposed filing under the Securities Act
of 1933, as amended, of a Registration Statement on Form S-3
(the "Registration Statement"), relating to the registration
of 367,722 shares (the "Shares") of the Common Stock, $1.00
par value per share, of NYNEX to be offered for sale for the
account of a certain stockholder of NYNEX. In connection
with such filing, I am of the opinion that:
1.NYNEX is a corporation duly organized, validly existing
and in good standing under the laws of the State of
Delaware.
2.Upon the sale of the Shares in accordance with the
terms of the resolutions of the Board of Directors of
NYNEX, and in accordance with the terms of legally
required consents, approvals, authorizations and other
orders of the Securities and Exchange Commission (the
"SEC") and any other regulatory authorities to be
obtained, the Shares will be legally and validly
issued, fully paid and nonassessable.
I hereby consent to the filings with the SEC of this opinion
as an exhibit to the Registration Statement and to the use
of my name in the related prospectus under the heading
"Legal Matters".
Very truly yours,
Morrison DeS. Webb
Morrison DeS. Webb
Exhibit 23-a
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this
Registration Statement of NYNEX Corporation on Form S-3,
relating to the registration of 367,722 shares of NYNEX
Common Stock, of our report dated February 9, 1994, on our
audits of the consolidated financial statements and
financial statement schedules of NYNEX Corporation and its
subsidiaries as of December 31, 1993 and 1992 and for each
of the three years in the period ended December 31, 1993,
which report is included in the 1993 Annual Report on Form
10-K, as amended, of NYNEX Corporation.
We further consent to the reference to our Firm under the
caption "Experts" in the Prospectus which is part of the
Registration Statement.
COOPERS & LYBRAND L.L.P.
New York, New York
March 2, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to as the "Corporation"), proposes to file
with the Securities and Exchange Commission, under the provisions
of the Securities Act of 1933, as amended, a registration
statement (the "Registration Statement") with respect to shares
of common stock, $1.00 par value per share (the "Common Stock"),
to be offered for resale by a certain stockholder of the
Corporation (the "Selling Stockholder"); 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 I. G. Seidenberg,
A. Z. Senter 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 the tegistration Statement,
including the related prospectus, with respect to the Common
Stock to be offered for resale by the Selling Stockholder, 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 28th day of February, 1995.
I.G. Seidenberg, A.Z. Senter, P. M. Ciccone,
President Executive Vice President Vice President
and and and Comptroller
Chief Executive Officer Chief Financial Officer
State of New York)
) ss.:
County of Westchester)
On the 28th day of February 1995, personally appeared before me
I. G. Seidenberg, A. Z. Senter 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 28th day of February 1995.
Ina Callery
Ina Callery
Notary Public, State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1995
Exhibit 24
POWER OF ATTORNEY
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to at the "Corporation"), proposes to file
with the Securities and Exchange Commission, under the provisions
of the Securities Act of 1933, as amended, a registration
statement (the "Registration Statement") with respect to shares
of common stock, $1.00 par value per share (the "Common Stock"),
to be offered for resale by a certain stockholder of the
Corporation (the "Selling Stockholder"); and
WHEREAS, each of the undersigned is a Director or both a
Director and an Officer of the Corporation;
NOW, THEREFORE, each of the undersigned hereby constitutes
and appoints I. G. Seidenberg,
A. Z. Senter 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 the Registration Statement,
including the related prospectus, with respect to the Common
Stock to be offered for resale by the Selling Stockholder, 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 16 th day of February, 1995.
W. C. Ferguson Ivan Seidenberg
William C. Ferguson Ivan G. Seidenberg
Chairman of the Board President, Chief Executive Officer,
and Director
Frederic V. Salerno John Brademas
Frederic V. Salerno John Brademas
Vice Chairman - Director
Finance and Business Development
and Director
R. Bromery John J. Creedon
Randolph W. Bromery John J. Creedon
Director Director
Helene L. Kaplan
Stanley P. Goldstein Helene L. Kaplan
Director Director
Elizabeth T. Kennan Edward E. Phillips
Elizabeth T. Kennan Edward E. Phillips
Director Director
Walter V. Shipley
Walter V. Shipley John R. Stafford
Director Director
State of New York)
) ss.:
County of New York)
On the 16th day of February, 1995, personally appeared before
me each of the Officers and Directors, all to me known and known
to me to be the persons described in and who executed the
foregoing instrument, and each such person duly acknowledged to
me that he or she executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 16th day of February, 1995.
Robert Erb
Notary Public, State of New York
No. 31-4808105
Qualified in New York County
Commission Expires January 31, 1997
