FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-8608
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation Identification No. 13-3180909
1095 Avenue of the Americas, New York, New York 10036
Telephone Number (212) 395-2121
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock (par value New York, Boston, Chicago,
$1.00 per share) Pacific and Philadelphia
Stock Exchange
Twenty year 9.55% Debentures
due May 1, 2010 New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None.
At February 28, 1995, approximately 425,380,000 shares of
Common Stock were outstanding.
At February 28, 1995, the aggregate market value of the voting
stock held by nonaffiliates was approximately $16,679,399,000.
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes..X.. No.......
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portion of the Registrant's 1994 Annual Report of
Stockholders (Part II).
(2) Portion of the Registrant's Proxy Statement dated March 20,
1995 issued in connection with the 1995 Annual Meeting of
Stockholders (Part III).
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report for 1994 on Form 10-K as set forth in the pages attached hereto:
Exhibit (99)a Annual Report on Form 11-K of the NYNEX Corporation
Savings Plan for Salaried Employees for the year ended
December 31, 1994.
Exhibit (99)b Annual Report on Form 11-K of the NYNEX Corporation
Savings and Security Plan (Non-Salaried Employees) for
the year ended December 31, 1994.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
NYNEX Corporation
(Registrant)
By A. Z. Senter
(A. Z. Senter,
Dated: April 26, 1995 Executive Vice President and
Chief Financial Officer)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 11-K
_____________
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-8608
_____________
NYNEX Corporation Savings Plan
for Salaried Employees
_____________
NYNEX Corporation
1095 Avenue of the Americas, New York, New York 10036
<PAGE>
Item 1. Financial Statements and Exhibits.
(a) Financial Statements of the Plan* included herein:
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1994 and 1993
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1994, 1993 and 1992
Notes to Financial Statements
Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes as
of December 31, 1994
Other schedules are omitted because the information required
is contained in the financial statements
(b) Exhibits:
(23) Consent of Coopers & Lybrand L.L.P.
_____________
* This and certain other capitalized terms used but not defined herein
shall have their respective meanings as defined in the Plan Prospectus.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
_______________________________
To the Savings Plan Committee
of NYNEX Corporation:
We have audited the statements of net assets available for plan benefits of
the NYNEX Corporation Savings Plan for Salaried Employees as of December
31, 1994 and 1993, and the related statements of changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
NYNEX Corporation Savings Plan for Salaried Employees as of December 31,
1994 and 1993 and the changes in net assets available for plan benefits for
each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes as of December 31, 1994 on pages 19 to 21 is presented
for the purposes of complying with the Securities and Exchange Commission's
rules and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly
presented in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L.L.P.
New York, New York
April 7, 1995
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31,1994
(Dollars in Thousands)
<CAPTION>
Diversified
NYNEX Telephone Diversified
Shares Portfolio Government Equity
ASSETS Fund (DTP) Obligations Fund
<S> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,055,712)
(see Schedule of Assets Held for
Investment Purposes)
NYNEX Corporation common shares $551,371 $ 11,197 $ - $ -
DTP common shares, excluding NYNEX
Corporation common shares - 127,005 - -
Government Obligation pooled fund - - 131,807 -
Contracts with insurance companies
and other financial institutions - - - -
Temporary cash investments 6,391 420 - -
Receivable for loans to Plan participants - - - -
Total Investments 557,762 138,622 131,807 -
Allotments and contributions receivable (Note 6) 2 - - 7
Interfund, interPlan and other
transfers receivable--net 2,044 174 - -
Receivable for securities sold - - - 426,219
Dividends and interest receivable 8,871 822 - -
Other receivables 394 150 149 269
Total Assets 569,073 139,768 131,956 426,495
LIABILITIES
Expenses payable & other payables 33 13 9 24
InterFund, interPlan and other
transfers payable - net - - 58 569
Payable for securities purchased 288 - - -
Notes payable (Note 9) - - - -
Accrued Interest on note payable - - - -
Total Liabilities 321 13 67 593
Net Assets Available for Plan
Benefits (Notes 1 and 4) $568,752 $139,755 $131,889 $425,902
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31,1994
(Dollars in Thousands)
<CAPTION>
Interest Employee Stock
Income Loan Ownership Plan
ASSETS Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,055,712)
(see Schedule of Assets Held for
Investment Purposes)
NYNEX Corporation common shares $ - $ - $166,758 $335,120 $1,064,446
DTP common shares, excluding NYNEX
Corporation common shares - - - - 127,005
Government Obligation pooled fund - - - - 131,807
Contracts with insurance companies
and other financial institutions 786,959 - - - 786,959
Temporary cash investments 23,544 - 3,540 19 33,914
Receivable for loans to Plan participants - 77,812 - - 77,812
Total Investments 810,503 77,812 170,298 335,139 2,221,943
Allotments and contributions receivable (Note 6) 13 - - - 22
Interfund, interPlan and other
transfers receivable--net - - - - 2,218
Receivable for securities sold - - - - 426,219
Dividends and interest receivable 80 - 2,671 5,380 17,824
Other receivables 390 - 56 - 1,408
Total Assets 810,986 77,812 173,025 340,519 2,669,634
LIABILITIES
Expenses payable & other payables 48 - 17 - 144
InterFund, interPlan and other
transfers payable - net 135 - 968 - 1,730
Payable for securities purchased - - 795 - 1,083
Notes payable (Note 9) - - - 427,427 427,427
Accrued Interest on note payable - - - 7,026 7,026
Total Liabilities 183 - 1,780 434,453 437,410
Net Assets Available for Plan
Benefits (Notes 1 and 4) $810,803 $77,812 $171,245 ($93,934) $2,232,224
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31,1993
(Dollars in Thousands)
<CAPTION>
NYNEX Diversified
Shares Government Equity
ASSETS Fund DTP Obligations Fund
<S> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,249,621)
(see Schedule of Assets Held for
Investment Purposes)
NYNEX Corporation common shares $587,441 $ 13,457 $ - $ -
DTP common shares, excluding NYNEX
Corporation common shares - 158,007 - -
Government Obligation pooled fund - - 165,921 -
Other marketable securities pooled fund - - - 383,401
Contracts with insurance companies
and other financial institutions - - - -
Temporary cash investments 2,623 30 15 163
Receivable for Loans to Plan
participants - - - -
Total Investments 590,064 171,494 165,936 383,564
Allotments and contributions receivable
(Note 6) 2,748 - 450 2,804
Interfund, interPlan and other
transfers receivable--net 1,361 - - - 2,685
Dividends and interest receivable 8,845 8,921 3
Total Assets 603,018 172,386 166,387 389,056
LIABILITIES
Accrued expenses 25 10 5 12
InterFund, interPlan and other
transfers payable - net - 898 3,504 -
Notes payable (Note 9) - - - -
Total Liabilities 25 908 3,509 12
Net Assets Available for Plan
Benefits (Notes 1 and 4) $602,993 $171,478 $162,878 $389,044
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Net Assets Available for Plan Benefits
December 31,1993
(Dollars in Thousands)
<CAPTION>
Guaranteed Employee Stock
Interest Loan Ownership Plan
ASSETS Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Investments at value (Note 3)(cost $2,249,621)
(see Schedule of Assets Held for
Investment Purposes)
NYNEX Corporation common shares $ - $ - $136,341 $382,095 $1,119,334
DTP common shares, excluding NYNEX
Corporation common shares - - - - 158,007
Government Obligation pooled fund - - - - 165,921
Other marketable securities pooled fund - - - - 383,401
Contracts with insurance companies
and other financial institutions 740,775 - - - 740,775
Temporary cash investments 448 - 359 17 3,655
Receivable for Loans to Plan
participants - 61,017 - - 61,017
Total Investments 741,223 61,017 136,700 382,112 2,632,110
Allotments and contributions receivable
(Note 6) 3,062 - 3,124 - 12,188
Interfund, interPlan and other
transfers receivable--net 237 585 - - 4,868
Dividends and interest receivable - - 2,006 5,618 17,365
Total Assets 744,522 61,602 141,830 387,730 2,666,531
LIABILITIES
Accrued expenses 16 - 21 - 89
InterFund, interPlan and other
transfers payable - net - - 406 - 4,808
Notes payable (Note 9) - - - 430,053 430,053
Total Liabilities 16 - 427 430,053 434,950
Net Assets Available for Plan
Benefits (Notes 1 and 4) $744,506 $61,602 $141,403 ($42,323) $2,231,581
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
December 31,1994
(Dollars in Thousands)
<CAPTION>
NYNEX Government Diversified
Shares Obligations Equity
Fund DTP Portfolio Fund
<S> <C> <C> <C> <C>
Allotments, Contributions and Transfers:
Employee allotments $30,463 $ - $ 5,504 $ 37,045
Employing Company contributions (Note 6) 3,395 - 743 2,962
Allocation of shares to participants - - - -
Supplemental contributions - - - -
Loans to participants, net of transfers of
participants' balances (14,511) (17,591) (27,344) 17,620
Transfer for Loan repayment - - - -
Total allotments, contributions,
allocations and transfers 19,347 (17,591) (21,097) 57,627
Investment income:
Dividends on NYNEX Corporation
common shares 35,714 753 - -
Other dividends - 6,035 - 8
Interest 1,612 10 243 1,400
Net appreciation (depreciation)
in the fair value of investments (49,284) (10,581) 1,133 5,908
Total increase (decrease) 7,389 (21,374) (19,721) 64,943
Less:
Administrative expenses 199 75 159 255
Distributions to participants 41,431 10,274 11,109 27,830
Interest on Loan - - - -
Net increase (decrease) (34,241) (31,723) (30,989) 36,858
Net Assets Available for Plan Benefits:
Beginning of year--January 1,1994 602,993 171,478 162,878 389,044
End of year--December 31, 1994 (Note 4) $568,752 $139,755 $131,889 $425,902
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
December 31,1994
(Dollars in Thousands)
<CAPTION>
Interest Employee Stock
Income Loan Ownership Plan
Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Allotments, Contributions and Transfers:
Employee allotments $ 36,397 $ - $ - $ - $109,409
Employing Company contributions (Note 6) 4,752 - 28,764 - 40,616
Allocation of shares to participants - - 16,122 (16,122) -
Supplemental contributions - - - 15,895 15,895
Loans to participants, net of transfers of
participants' balances 26,441 16,210 (933) - (108)
Transfer for Loan repayment - - (4,053) 4,053 -
Total allotments, contributions,
allocations and transfers 67,590 16,210 39,900 3,826 165,812
Investment income:
Dividends on NYNEX Corporation
common shares - - 9,713 21,857 68,037
Other dividends - - - - 6,043
Interest 53,237 - 116 11 56,629
Net appreciation (depreciation)
in the fair value of investments - - (13,285) (30,853) (96,962)
Total increase (decrease) 120,827 16,210 36,444 (5,159) 199,559
Less:
Administrative expenses 273 - 132 - 1,093
Distributions to participants 54,257 - 6,470 - 151,371
Interest on Loan - - - 46,452 46,452
Net increase (decrease) 66,297 16,210 29,842 (51,611) 643
Net Assets Available for Plan Benefits:
Beginning of year--January 1,1994 744,506 61,602 141,403 (42,323) 2,231,581
End of year--December 31, 1994 (Note 4) $810,803 $77,812 $171,245 $(93,934) $2,232,224
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
December 31,1993
(Dollars in Thousands)
<CAPTION>
NYNEX Government Diversified
Shares Obligations Equity
Fund DTP Portfolio Fund
<S> <C> <C> <C> <C>
Allotments, Contributions and Transfers:
Employee allotments $34,659 $ - $ 6,154 $ 31,022
Employing Company contributions (Note 6) 3,947 - 747 2,412
Allocation of shares to participants - - - -
Supplemental contributions - - - -
Transfers of participants' balance--net (8,649) (8,645) (13,846) 24,732
Transfer for Loan repayment - - - -
Total allotments, contributions,
allocations and transfers 29,957 (8,645) (6,945) 58,166
Investment income:
Dividends on NYNEX Corporation
common shares 33,979 809 - -
Other dividends - 6,334 - 19
Interest 1,461 17 200 884
Net appreciation (depreciation)
in the fair value of investments (27,509) 16,220 8,872 33,777
Total Increase 37,888 14,735 2,217 92,846
Less:
Administrative expenses 250 77 176 244
Distributions to participants 35,578 9,549 9,770 18,177
Interest on Loan - - - -
Net increase (decrease) 2,060 5,109 (7,819) 74,425
Net Assets Available for Plan Benefits:
Beginning of year--January 1,1993 600,933 166,369 170,697 314,619
End of year--December 31, 1993 (Note 4) $602,993 $171,478 $162,878 $389,044
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
December 31,1993
(Dollars in Thousands)
Guaranteed Employee Stock
Interest Loan Ownership Plan
Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Allotments, Contributions and Transfers:
Employee allotments $ 41,125 $ - $ - $ - $112,960
Employing Company contributions (Note 6) 5,309 - 25,458 - 37,873
Allocation of shares to participants - - 15,973 (15,973) -
Supplemental contributions - - - 15,554 15,554
Transfers of participants' balance--net (4,813) 9,554 (977) - (2,644)
Transfer for Loan repayment - - (3,100) 3,100 -
Total allotments, contributions,
allocations and transfers 41,621 9,554 37,354 2,681 163,743
Investment income:
Dividends on NYNEX Corporation
common shares - - 7,167 22,935 64,890
Other dividends - - - - 6,353
Interest 52,752 - 66 46 55,426
Net appreciation (depreciation)
in the fair value of investments - - (5,940) (18,060) 7,360
Total Increase 94,373 9,554 38,647 7,602 297,772
Less:
Administrative expenses 296 - 277 - 1,270
Distributions to participants 34,953 - 3,951 - 111,978
Interest on Loan - - - 40,224 40,224
Net increase (decrease) 59,124 9,554 34,469 7,602 144,300
Net Assets Available for Plan Benefits:
Beginning of year--January 1,1993 685,382 52,048 106,934 (9,701) 2,087,281
End of year--December 31, 1993 (Note 4) $744,506 $61,602 $141,403 ($42,323) $2,231,581
See notes to financial statements.
</TABLE>
<TABLE>
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
December 31,1992
(Dollars in Thousands)
NYNEX Diversified
Shares Government Equity
Fund DTP Obligations Fund
<S> <C> <C> <C> <C>
Allotments, Contributions and Transfers:
Employee allotments $35,151 $- $6,789 $23,196
Employing Company contributions (Note 6) 4,589 - 902 2,144
Allocation of shares to participants - - - -
Supplemental contributions - - - -
Transfers of participants' balance--net (15,596) (12,709) 1,927 9,880
Notes payable prepayment credits - - - -
Total allotments, contributions,
allocations and transfers 24,144 (12,709) 9,618 35,220
Investment income:
Dividends on NYNEX Corporation
common shares 33,347 903 - -
Other dividends - 7,164 - 7
Interest 1,300 28 210 625
Net appreciation
in the fair value of investments 22,853 16,452 10,357 23,215
Total Increase 81,644 11,838 20,185 59,067
Less:
Distributions to participants 65,308 22,822 19,788 32,177
Interest on Loan - - - -
Net increase (decrease) 16,336 (10,984) 397 26,890
Net Assets Available for Plan Benefits:
Beginning of year--January 1,1992 584,597 177,353 170,300 287,729
End of year--December 31, 1992 (Note 4 )$600,933 $166,369 $170,697 $314,619
See notes to financial statements.
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
Statement of Changes in Net Assets Available for Plan Benefits
December 31,1992
(Dollars in Thousands)
<CAPTION>
Guaranteed Employee Stock
Interest Loan Ownership Plan
Fund Fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C>
Allotments, Contributions and Transfers:
Employee allotments $46,935 $- $- $- $112,071
Employing Company contributions (Note 6) 6,462 - 24,805 - 38,902
Allocation of shares to participants - - 18,500 (18,500) -
Supplemental contributions - - - 22,334 22,334
Transfers of participants' balance--net 2,411 9,462 (472) - (5,097)
Notes payable prepayment credits - - - 4,509 4,509
Total allotments, contributions,
allocations and transfers 55,808 9,462 42,833 8,343 172,719
Investment income:
Dividends on NYNEX Corporation
common shares - - 4,890 23,394 62,534
Other dividends - - - - 7,171
Interest 54,894 - 49 21 57,127
Net appreciation
in the fair value of investments - - 4,567 15,302 92,746
Total Increase 110,702 9,462 52,339 47,060 392,297
Less:
Distributions to participants 63,402 - 4,796 - 208,293
Interest on Loan - - 2,310 42,954 45,264
Net increase (decrease) 47,300 9,462 45,233 4,106 138,740
Net Assets Available for Plan Benefits:
Beginning of year--January 1,1992 638,082 42,586 61,701 (13,807) 1,948,541
End of year--December 31, 1992 (Note 4) $685,382 $52,048 $106,934 $(9,701) $2,087,281
See notes to financial statements.
</TABLE>
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Plan Description
The Plan* was established by NYNEX Corporation ("NYNEX") to provide a
convenient way for salaried employees to save on a regular and long-
term basis. Participants are able to invest in one or various
allowable combinations of four funds: NYNEX Shares Fund, Government
Obligations, the Diversified Equity Portfolio and the Interest Income
Fund.
The Plan was amended effective February 15, 1990 to include an employee
stock ownership plan ("ESOP") which was designed to invest primarily in
NYNEX shares. During February 1990, the Trust related to the ESOP
borrowed $449,296,875 from NYNEX which funded the purchase of 5,625,000
shares of NYNEX stock. The shares are allocated to participant
accounts at the same time as the Employing Company makes matching
contributions. Effective July 1, 1990, Employing company contributions
related to employee Basic Pre-Tax Allotments are allocated to employees
in the form of NYNEX stock from the ESOP.
The NYNEX Shares Fund invests primarily in the Common Stock of NYNEX.
The Diversified Telephone Portfolio ("DTP") contains shares of American
Telephone and Telegraph Company ("AT&T") and of NYNEX and the other
regional holding companies formed in connection with the court-ordered
divestiture effected by AT&T on January 1, 1984. Initial investments
in the DTP represented amounts previously invested in the AT&T Shares
Fund of the predecessor Bell System Savings Plan for Salaried
Employees. No new contributions or allotments may be invested in the
DTP under the Plan and all earnings of the DTP will be invested in the
NYNEX Shares Fund.
The Diversified Equity Portfolio invests in a Bankers Trust Company
pooled Equity Index Fund. This fund is principally a portfolio of
common stocks constructed and maintained with the objective of
providing investment results which approximate the overall performance
of the common stocks included in the Standard and Poors Composite Index
of 500 stocks. On December 30, 1994, the Plan's portion of the Bankers
Trust Equity Index Fund was liquidated. No significant gains or losses
were realized from the liquidation since the closing price of the
securities on December 30, 1994 was the price at which they were
transferred to NYNEX Asset Management Company ("NAMCO") on January 3,
1995. On this date, NAMCO became the investment manager for the
Diversified Equity Portfolio, and invested the proceeds from
liquidation accordingly. The fund remains an S&P 500 Index fund, with
the objective of approximating the performance of the stocks included
in the S&P 500.
The Government Obligations fund invests in a Bankers Trust Company
pooled Short Government Bond Index Fund. This fund invests primarily
in fixed income securities of the United States Government or any
agency thereof with the objective of providing investment results which
approximate the overall performance of the securities included in the
Lehman Brothers Inc. 1 - 3 year Government Index.
______________
* This and certain other capitalized terms used but not defined herein
shall have their respective meanings as defined in the Plan Prospectus.
9
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
The Interest Income Fund, previously known as the Guaranteed Interest
Fund, invests primarily in a diversified portfolio of guaranteed
insurance contracts issued by insurance companies ("GICs") and
synthetic GICs issued by other financial institutions. The Plan is
exposed to credit risk in the event of nonperformance by the entities
with whom the contracts are placed. The Plan seeks to minimize credit
risk by diversifying among a group of GIC issuers and other financial
institutions which meet certain investment criteria established by
NAMCO. These contracts guarantee a fixed rate of interest for a fixed
period of time or (ii) a fixed rate of interest for a fixed or
indefinite period of time combined with the right to participate in
income earned above such fixed rate. Such fund is not guaranteed by
any of the Employing Companies. Effective September 1, 1993, the Plan
was changed to allow greater flexibility for investments in a wider
range of interest bearing investments by redefining the types of
investments permitted under the Guaranteed Interest Fund.
Pursuant to the Plan, loans were initially made available to certain
Participating Employees in 1987. The amount that an eligible employee
may borrow is limited by certain factors, including the employee's
vested interest in the respective employee's pre-tax amount. Except
under certain circumstances, the loans provide for periodic repayments
over a period not to exceed five years, at an interest rate determined
under the Plan. Effective September 1, 1993, employees also may prepay
the entire loan at any time, after the first of the month following the
loan effective date. Loans are collateralized by the Participating
Employee's account and are recorded in the Loan Fund.
Bankers Trust Company is the Trustee for the Plan.
For a complete description of the Plan, participants should refer to
the Plan Prospectus.
2.Dispositions and Plan Amendments
The following companies are no longer actively contributing to the Plan
as of the dated indicated:
BIS Banking Systems, Inc. 7/14/93
Leroux, Pitts and Associates, Inc. 8/20/93
NYNEX ALLINK Company 12/31/93
NYNEX Development Company 1/1/94
Lamarian Systems, Inc. 1/5/94
NYNEX Computer Services, Inc. 3/1/94
United Publishers Corporation 4/4/94
NYNEX Securities Systems Company 5/1/94
NYNEX Properties Company 12/29/94
Effective April 1, 1995, the Plan was changed in certain respects
including the following:
- to reduce the minimum Employee Basic Allotment.
10
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
Effective January 3, 1995, the Plan was changed in certain respects
including the addition of five new investment options to conform to the
requirements of ERISA Section 404(c). The new options are as follows:
- The U.S. Balanced Fund invests in stocks and bonds of U.S.
corporations in a variety of industries. This fund targets
approximately 60 percent in stocks with most of the remainder in
bonds.
- The Global Balanced Fund invests in the international capital
markets, primarily in stocks and bonds. The fund is diversified and
has representations in a variety of countries, from those of the
most mature and developed nations to those still in the
developmental stages. The fund targets approximately 65 percent in
stocks with most of the remainder in bonds.
- The U.S. Equity Fund invests primarily in a broad array of domestic
common stocks.
- The International Equity Fund invests in twenty international
equity markets of developed countries in Europe and the Pacific; it
is well diversified and has representation in many industries. The
stocks held may include both large and small capitalization stocks.
- The U.S. Small Cap Fund invests in the domestic stocks of smaller-
sized companies, generally with market capitalization under $1
billion at the time of purchase.
- The new funds are valued on a daily basis. The unit value is
determined as of the close of regular trading on the New York Stock
Exchange and is computed by dividing the value of each fund's
adjusted net assets by the total number of its units outstanding.
- Portfolio securities and other assets are valued primarily on the
basis of market quotations. Foreign securities are valued on the
basis of quotations from the primary market in which they are traded
and are translated from the local currency into U.S. dollars using
current exchange rates. To the extent reliable quotations are not
readily available for any reason, NYNEX, the trustee and/or the
recordkeeper will determine a quotation they believe accurately
reflects fair value. If a fair value is unavailable for a
significant amount of securities or other assets, a unit value will
not be determined that day.
Effective August 1, 1994, the Plan was changed in certain respects,
including the following:
- the valuation for each investment option is performed daily.
Effective April 1, 1994, the Plan was changed in certain respects
including the following:
- employees leaving the Employing Company can request a payout of
substantially equal monthly or yearly payments over their lifetime.
- renegotiation of loans has been eliminated. Participants may have
as many as two outstanding loans at one time.
11
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
- the Guaranteed Interest Fund was renamed the Interest Income Fund.
- each Participating Employee shall direct that the Employee Basic
Allotment and Employee Supplementary Allotment be invested, in whole
percentage increments, in any of the followings funds, provided that
a minimum of ten percent of the total of such allotments must be
invested in any fund in which the Participating Employee invests:
(i) NYNEX Shares Fund;
(ii) Government Obligations;
(iii) Diversified Equity Portfolio; or
(iv) Interest Income Fund.
- participants are permitted twelve transfers per year, one such
transfer shall be allocated to, and may only be made in, each of the
calendar quarters and may not be made in any other calendar quarter
and eight such transfers may be made at any time during the Plan
Year.
Effective September 1, 1993, the Plan was changed in certain respects,
including the following:
- to provide that a Participating
Employee may apply for a loan immediately upon having a sufficient
Pre-Tax Allotment Account balance available under the Plan, may
prepay a loan at any time after the first of the month following the
loan effective date and may initiate a new loan the month following
the payoff of the existing loan.
- to permit the Committee to set loan
interest rates; for loan cycles beginning September 16, 1993, the
Committee set the loan interest rates based on the prime rate.
- to increase the number of allotment changes to 12 times per calendar
year.
- to increase the number of investment direction changes to 12 times
per calendar year.
- to restructure the hierarchical sequence of withdrawals to allow
participants access to the greatest amount of basis available
without incurring penalty of forfeiture (according to Internal
Revenue Service Regulations).
- to allow beneficiaries an additional election to receive cash for
investments in NYNEX Shares, DTP and the ESOP Fund.
- to eliminate the six month period during which a transfer of plan
balances between non-salaried and salaried plans must occur after a
change of status; the transfer can take place at any time.
- to allow Government Obligations fund to be transferred directly to
Guaranteed Interest Fund and to eliminate the six month waiting
period on transfers from Government Obligations fund to Guaranteed
Interest Fund.
- to eliminate unrestricted transfers from Guaranteed Interest Fund to
Government Obligations fund and allow Guaranteed Interest Fund
transfers into Government Obligations fund after they have been
12
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
transferred into and remain at least three months in NYNEX Shares,
the Diversified Equity Portfolio or any other applicable funds.
- to increase the number of fund transfers from two times a year with
a six month wait between transfer to four times a year, but no more
frequently than once in any three month period.
- to allow fund transfers in one percent increments (currently 50% or
100%).
- to allow special opportunities, as determined by NYNEX, to transfer
Guaranteed Interest Fund assets to Government Obligations.
Effective January 1, 1993, the Plan shall was changed in certain
respects, including the following:
- to provide that the Plan pay
administrative fees out of its trust to the extent permitted by law.
The Plan is being administered in compliance with the Unemployment
Compensation Amendments Act of 1993 and the regulations thereunder and
will be amended on or before the date required by law.
Effective during 1992, the Plan was changed in certain respects,
including the following:
- to provide that certain employees
of BIS Banking Systems, Inc. could participate in the profit sharing
portion of the Plan with limited Employing Company matching
contributions (see "Dispositions"); and
- to provide that a Participating
Employee may not roll over into the Plan any amounts that are
attributable to amounts that were at any time held under any plan
maintained by NYNEX or any of its directly or indirectly owned
subsidiaries.
3. Accounting Policies
Change in Accounting Principle
During 1993, the Plan changed its method of accounting for
distributions payable. Distributions payable were previously reported
as a liability in the Statement of Net Assets Available for Plan
Benefits. In May 1993, the American Institute of Certified Public
Accountants issued a new audit and accounting guide (the "Guide"). The
Guide states that benefit amounts should not be accrued as liabilities.
Therefore, a retroactive adjustment was made to reflect the effect of
the change in accounting principle in the Statement of Net Assets
Available for Plan Benefits and the Statement of Changes in Net Assets
Available for Plan Benefits as of and for the year ended December 31, 1992.
Reclassification
Certain components of the 1992 Statement of Changes in Net Assets
Available for Plan Benefits have been reclassified to conform with the
1993 presentation.
13
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
Value of Investments
The value of NYNEX shares and the value of the shares of each company
in the DTP are determined on the basis of the closing price per share
as quoted by the New York Stock Exchange Composite Transactions listing
on December 31 or, if no sales were made on that date, at the closing
price on the next preceding day on which sales were made.
The value of the Plan's investment in the pooled Equity Index Fund
included in the Diversified Equity Portfolio during 1994 and the pooled
Short Government Bond Index Fund included in the Government Obligations
fund is based on each pooled fund's respective per share value. The
trustee of the pooled funds determines per share value based upon
market value of the underlying securities held by the funds at December 31.
The value of each contract with an insurance company or other financial
institution included in the Interest Income Fund is determined at
December 31, based upon the principal then invested in the fund plus
the interest then accrued on such principal, which approximates the
estimated market value.
Purchases and Sales of Investments
Purchases and sales of investments are reflected as of the trade date.
Realized gains and losses on sales of investments are determined on the
basis of average cost.
Investment Income
Dividend income is recorded on the ex-dividend date. Interest earned
on investments is recorded on the accrual basis.
Appreciation (Depreciation) of Investments
The Statement of Changes in Net Assets Available for Plan Benefits
reflects the net appreciation (depreciation) in the fair value of the
Plan's investment, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
14
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
4. Number and Value of Units
The interest of an employee in each Fund of the Plan, with the
exception of the Loan Fund, is represented by units as described in
Section 8 of the Plan. Effective August 1, 1994, a Participant's unit
value is determined daily (see Note 2). The number and value of units
at each month end in 1994 and December 31, 1993, carried to the fourth
decimal place, were as follows:
<TABLE>
<CAPTION>
December 31,1994 December 31,1993
Number Value Number Value
of Units per Unit of Units per Unit
<S> <C> <C> <C> <C>
NYNEX Shares Fund 125,492,349 $ 4.5322 129,348,623 $ 4.6618
Diversified Telephone Portfolio 12,906,877 10.8279 14,802,063 11.5847
Government Obligations 16,211,961 8.1353 20,133,716 8.0898
Diversified Equity Portfolio 40,885,238 10.4170 37,612,201 10.3411
Interest Income Fund 183,779,017 4.4118 179,497,034 4.1477
Employee Stock Ownership Plan 138,154,097 1.2395 111,411,125 1.2692
</TABLE>
<TABLE>
<CAPTION>
Diversified
NYNEX Shares Fund Telephone Portfolio
Number Value Number Value
1994 of Units Per Unit of Units Per Unit
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
January 129,354,657 $4.7383 14,802,048 $11.9676
February 129,451,448 4.3136 14,740,972 11.1815
March 129,383,316 4.0926 14,654,907 10.9684
April 131,605,695 4.2780 13,880,712 11.2445
May 131,142,887 4.4232 13,805,628 11.3890
June 129,861,117 4.5233 13,622,774 11.6056
July 129,800,163 4.5977 13,586,174 11.7910
August 127,693,892 4.6120 13,407,604 11.6476
September 127,016,605 4.6660 13,274,581 11.3355
October 126,105,851 4.7550 13,156,611 11.3187
November 125,534,553 4.5618 13,029,102 10.6898
</TABLE>
<TABLE>
<CAPTION>
Diversified
Government Obligations Equity Portfolio
Number Value Number Value
1994 of Units Per Unit of Units Per Unit
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
January 20,134,138 $8.1065 37,622,230 $10.6583
February 19,809,961 8.0551 37,905,858 10.3659
March 19,597,471 8.0181 38,312,403 9.9150
April 19,478,682 7.9915 39,146,504 10.0400
May 19,267,169 8.0023 39,593,346 10.2049
June 18,539,232 8.0235 40,207,020 9.9600
July 18,317,340 8.0926 40,386,236 10.2882
August 17,561,471 8.1227 40,369,851 10.8288
September 17,032,186 8.1079 40,681,415 10.4404
October 16,723,238 8.1250 40,718,841 10.6727
November 16,450,015 8.0939 40,899,613 10.2866
</TABLE>
15
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Employee
Interest Income Stock Ownership Fund
Number Value Number Value
1994 of Units Per Unit of Units Per Unit
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
January 179,504,513 $4.1533 111,379,846 $1.2964
February 179,601,029 4.1751 113,783,623 1.1829
March 179,760,818 4.1991 116,399,726 1.1206
April 180,105,990 4.2223 120,994,102 1.1696
May 180,004,512 4.2464 123,846,869 1.2057
June 180,371,099 4.2699 126,028,456 1.2326
July 180,601,320 4.2925 128,221,994 1.2464
August 180,127,476 4.3182 129,878,220 1.2531
September 181,473,454 4.3417 133,285,731 1.2682
October 182,700,017 4.3662 134,764,011 1.2924
November 183,044,637 4.3894 136,029,237 1.2391
5. Federal Income Taxes
In June 1993, the Internal Revenue Service issued a determination that
the Plan meets the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and is exempt from
federal income taxes under Section 501(a) of the Code. On March 31,
1995, NYNEX submitted the Plan for a determination that the Plan,
including the changes required by the Tax Reform Act of 1986 and
subsequent enactments, continues to be qualified under Section 401(a)
of the Code. For information on the federal income tax status of the
employee with respect to the Plan, participants should refer to the
Plan Prospectus.
6. Allotments and Contributions
As a general rule, an Eligible Employee may authorize a basic allotment
from 2% to 6% of Salary. A supplementary allotment of not more than
10% of Salary may be authorized by employees electing the maximum 6%
basic allotment. Employing Company matching contributions are made
based upon an amount equal to 66 2/3% of the authorized Basic After-Tax
Allotment and 75% of the authorized Basic Pre-Tax Allotment of each
participating employee. Such matching contributions on authorized
Basic Pre-Tax Allotments are invested only in NYNEX shares and are
placed in an employee stock ownership plan account within the Plan.
Eligible Employees of certain of the companies which participate in the
Plan are subject to different rules concerning allotments, company
matching contributions and participation in the ESOP. For a detailed
discussion of these differences, participants should refer to the Plan
Prospectus.
Contributions are subject to applicable rules set forth in the Code and
the regulations thereunder.
16
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
All units forfeited under the Plan by an employee shall be applied as a
credit to reduce subsequent contributions of the Employing Company at
the time of forfeiture.
7. Termination Priorities
In the event that the Plan is terminated, subject to conditions set
forth in the Employee Retirement Income Security Act of 1974, as
amended, the Plan provides that the net assets shall be distributed to
Participating Employees in an amount equal to their respective
interests in such assets.
8. Plan Expenses
Prior to 1993, Plan expenses, which related primarily to the cost of
administering the Plan, were paid by NYNEX. Effective January 1, 1993,
the Plan pays certain administrative fees out of its trust in
accordance with Plan provisions and to the extent permitted by law, any
fees not paid by the Plan are paid by NYNEX.
9. Indebtedness
During 1990, pursuant to the NYNEX Employee Stock Ownership Trust, the
ESOP Trust issued a Secured Promissory Note of $449,296,875 to NYNEX
for the purpose of purchasing shares of common stock of NYNEX. The
Secured Promissory Note is colateralized by all shares of common stock
of NYNEX acquired by the ESOP Trust. The borrowings bear interest at
9.778% and have maturities from February 1, 1996 through February 1,
2015. Principal amounts of $12,235,523, $14,518,978, $15,708,353 and
$16,819,547 will be payable in 1996 to 1999, respectively. Employing
Company contributions to the ESOP Fund and dividends on unallocated
shares for 1994 of $15,894,874 and $21,856,532, and for 1993 of
$15,553,739 and $22,935,093, respectively, were used to pay interest on
the debt and to prepay $2,625,870 and $1,533,866 of the principal
during 1994 and 1993, respectively.
10.Concentrations of Credit Risk
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist principally of investment
contracts with insurance companies and other financial institutions.
The Plan places its investment contracts with high-credit quality
insurance companies and financial institutions and, by policy, limits
the amount of credit exposure to any one company or institution.
17
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
11. Reconciliation of Form 11-K to Form 5500
The Department of Labor requires that amounts allocated to accounts of
persons who have elected to withdraw from the Plan but have not yet
been paid be reported as liabilities on the Plan's Form 5500. In
accordance with the American Institute of Certified Public Accountants
audit and accounting guide, benefit amounts should not be accrued as
liabilities of the Plan. The following is a reconciliation to the
amounts reported on Form 5500.
Distributions to participants as
presented in the Statement of Changes
in Net Assets Available for Plan Benefits
for the year ended December 31, 1994 $151,371,000
Add: Benefits claims payable presented in
the Statement of Net Assets Available
for Plan Benefits contained in Form 5500
as of December 31, 1994 (see Note 3) 670,000
Less: Benefits claims payable presented in
the Statement of Net Assets Available for
Plan Benefits contained in Form 5500 as of
December 31, 1993 (see Note 3) 8,980,000
Benefit payments and payments to provide benefits
directly to Participants and beneficiaries presented
in the Statement of Changes in Net Assets Available
for Plan Benefits contained in Form 5500 for the year
ended December 31, 1994 $143,061,000
18
<PAGE>
</TABLE>
<TABLE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
(Dollars in Thousands)
<S> <C> <C> <C>
December 31, 1994
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
NYNEX SHARES FUND
NYNEX Corporation common shares*--(96.9%) 15,003,404 shs $455,902 $551,371
Temporary Cash Investments--(1.1%)...................... $6,391 6,391 6,391
Total NYNEX Shares Fund--(98.0%)................... 462,293 557,762
DIVERSIFIED TELEPHONE PORTFOLIO
NYNEX Corporation common shares--(8.0%)..................304,634 shs 4,872 11,197
Other common shares:
American Information Technologies Corporation ........ 461,048 5,401 18,615
American Telephone and Telegraph Company ............. 728,047 11,972 36,585
Bell Atlantic Corporation ............................ 306,296 5,319 15,238
BellSouth Corporation ................................ 338,466 6,799 18,320
Pacific Telesis Group, Inc. .......................... 307,665 2,269 8,768
Southwestern Bell Corporation ........................ 461,824 4,819 18,646
U S WEST Inc. ........................................ 304,152 4,459 10,833
Total Other common shares--(90.9%)................. 41,038 127,005
Temporary Cash Investments--(.3%)....................... $420 420 420
Total Diversified Telephone Portfolio--(99.2%)..... 46,330 138,622
GOVERNMENT OBLIGATIONS
Pooled Short Government Bond Index Fund*--(99.9%)......109,191,991 shs 112,001 131,807
Total Government Obligations--(99.9%)............. 112,001 131,807
</TABLE>
19
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Continued)
[CAPTION]
(Dollars in Thousands)
<TABLE>
<S> <C> <C> <C>
December 31,1994
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
INTEREST INCOME FUND
Contracts with Insurance Companies and Other Financial Institutions:+
American International Life Assurance Company, 5.63%-7.64%, matures 6/30/96-3/31/98 48,156 48,156 48,156
Bankers Trust Company, 8.95%, matures 10/01/95...................................... 7,755 7,755 7,755
Brundage Story & Rose, 6.13%, matures 1/1/99-7/01/99................................ 26,148 26,148 26,148
CDC Investment Management Corporation, 5.69%-6.79%, matures 3/31/96- 12/31/98...... 71,237 71,237 71,237
Connecticut General Life Insurance Company, 4.52%-6.66%, matures 4/1/95- 3/31/97... 83,358 83,358 83,358
Hartford Life Insurance Company, 5.72%, matures 3/20/95............................ 32,863 32,863 32,863
John Hancock Mutual Life Insurance Company, 5.06%-6.97%, matures 12/31/95- 12/31/98. 75,331 75,331 75,331
Metropolitan Life Insurance Company, 5.65%-8.80%, matures 1/16/95- 9/30/98......... 109,327 109,327 109,327
Mutual Benefit Life Insurance Company**, 4.00%, matures 12/31/00-12/31/04 .......... 4,152 4,152 4,152
New York Life Insurance Company*, 5.55%-7.65%, matures 12/31/96- 12/31/98........... 164,612 164,612 164,612
Provident National Assurance Company, 9.58%, matures 6/30/95....................... 7,100 7,100 7,100
The Prudential Insurance Company of America, 5.80%-8.85%, matures 6/30/95- 3/31/98.. 82,384 82,384 82,384
State Mutual Company, 8.38%-8.40%, matures 3/31/95- 3/31/96......................... 31,886 31,886 31,886
Union Bank of Switzerland, 5.08%-6.86%, matures 4/01/95- 9/30/98.................... 42,650 42,650 42,650
Total Contracts with Insurance Companies and other Financial
Institutions:--(97.1%) 786,959 786,959
Temporary Cash Investments--
(2.9%)................................................... $23,544 23,544 23,544
Total Interest Income Fund:--(100%) 810,503 810,503
LOAN FUND
Receivable for Loans to Plan Participants--(100%) $77,812 77,812 77,812
Total Loan Fund--
(100%)......................................................... 77,812 77,812
20
</TABLE>
<PAGE>
NYNEX CORPORATION SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
[CAPTION]
(Dollars in Thousands)
<TABLE>
<S> <C> <C> <C>
December 31, 1994
</TABLE>
<TABLE>
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
EMPLOYEE STOCK OWNERSHIP PLAN
Allocated
NYNEX Corporation common shares*--(97.4%)............. 4,537,630 shs $ 179,027 $ 166,758
Temporary Cash Investments--(2.1%).................... $3,540 3,540 3,540
Total Allocated:--(99.5%).......................... 182,567 170,298
Unallocated
NYNEX Corporation common shares*...................... 9,118,908 shs 364,187 335,120
Temporary Cash Investments............................ $19 19 19
Total Unallocated.................................. 364,206 335,139
Total Employee Stock Ownership Plan.................... 546,773 505,437
Grand Total:--(99.3%)........................ $2,055,712 $2,221,943
</TABLE>
____________________
* Investment represents 5% or more of the Plan's Net Assets Available for
Plan Benefits.
+ The contracts with insurance companies and other financial institutions
guarantee the crediting of interest at a stated rate on monies placed
with them. Collectively, these contracts result in a composite interest
rate. The composite interest rate for the calendar year 1994 was
approximately 6.9%. The composite interest rate for calendar years
after 1994 may be either higher or lower due to changing market
conditions.
The amount of interest credited to the Fund is a function of the timing
and size of the remittance of participants' allotments, company
contributions and proceeds from maturing contracts. Participant-
directed transactions may also cause the actual yield for 1995 to vary
from the composite rate for 1994.
**The financial institution was assigned an "E" rating by major rating
agencies due to a deteriorating financial condition. The institution is
currently in a plan of rehabilitation under state supervision. Interest
has been earned and accrued on the value of the contract during the
period ending December 13, 1994.
NOTE: Percentages in parentheses represent the percentage of each fund's
net assets available for Plan benefits.
21
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
_____________________
We consent to the incorporation by reference in the registration statements
on Form S-8 (File Nos. 33-53477, 33-51897, 2-94110, 33-21635, 33-27802, 33-
16570, 2-95634 and 2-95780) of NYNEX Corporation of our reports dated April
7, 1995 on our audits of the financial statements of the NYNEX Corporation
Savings Plan for Salaried Employees and the NYNEX Corporation Savings and
Security Plan (Non-Salaried Employees) as of December 31, 1994 and 1993,
and for each of the three years in the period ended December 31, 1994 and
the accompanying schedules of assets held for investment purposes as of
December 31, 1994, which are included in the Annual Reports on Form 11-K
for the above referenced Plans filed, by amendment, as exhibits to the
Annual Report on Form 10-K of NYNEX Corporation for the year ended December
31, 1994.
COOPERS & LYBRAND L.L.P.
New York, New York
April 21, 1995
22
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Savings Plan Committee of NYNEX Corporation has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
NYNEX CORPORATION SAVINGS
PLAN FOR SALARIED EMPLOYEES
By D. J. Sacco
(D. J. Sacco, Chairman,
Savings Plan Committee)
Date: April 26, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark one)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8608
NYNEX Corporation Savings and Security Plan
(Non-Salaried Employees)
NYNEX Corporation
1095 Avenue of the Americas, New York, New York 10036
<PAGE>
Item 1.Financial Statements and Exhibits.
(a)Financial Statements of the Plan* included herein:
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Plan Benefits as
of December 31, 1994 and 1993
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1994, 1993
and 1992
Notes to Financial Statements
Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994
Other schedules are omitted because the information
required is contained in the financial statements
(b)Exhibits:
(23) Consent of Coopers & Lybrand L.L.P.
* This and certain other capitalized terms used but not defined
herein shall have their respective meanings as defined in the
Plan Prospectus.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Savings and Security Plan Committee
of NYNEX Corporation:
We have audited the statements of net assets available for plan
benefits of the NYNEX Corporation Savings and Security Plan (Non-
Salaried Employees) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for plan
benefits for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the NYNEX Corporation Savings and
Security Plan (Non-Salaried Employees) as of December 31, 1994
and 1993 and the changes in net assets available for plan
benefits for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule of
assets held for investment purposes as of December 31, 1994 on
pages 18 to 19 is presented for the purposes of complying with
the Securities and Exchange Commission's rules and is not a
required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our
opinion, is fairly presented in all material respects in relation
to the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
New York, New York
April 7, 1995
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED
EMPLOYEES)
Statement of Net Assets Available for Plan Benefits
December 31, 1994
(Dollars in Thousands)
<CAPTION>
Diversified
NYNEX Telephone Interest Diversified
Shares Portfolio Income Loan Government Equity
Fund ("DTP") Fund Fund Obligations Fund Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at value (Note 3)
(cost $1,349,183)
(see Schedule of Assets Held for
Investment Purposes)
NYNEX Corporation common shares $877,428 $ 9,637 $ - $ - $ - $ - $887,065
DTP common shares, excluding NYNEX
Corporation common shares - 104,556 - - - - 104,556
Contracts with insurance companies
and other financial institutions - - 418,398 - - - 418,398
Government Obligations pooled fund - - - - 2,795 - 2,795
Temporary cash investments 11,259 164 15,861 - - - 27,284
Receivable for loans to Plan
participants - - - 71,243 - - 71,243
Total Investments 888,687 114,357 434,259 71,243 2,795 - 1,511,341
Allotments and contributions receivable
(Note 6) 4 - 3 - - 1 8
InterFund, interPlan and other
transfers receivable--net 216 - - - - 216
Receivable for securities sold - - - - - 40,405 40,405
Dividends and interest receivable 14,088 683 34 - - - 14,805
Other receivables - - - - 3 - 3
Total Assets 902,779 115,256 434,296 71,243 2,798 40,406 1,566,778
LIABILITIES
Expenses Payable & other payables 186 44 79 - 1 6 316
Payable for securities purchased 1,823 - - - - - 1,823
InterFund, interPlan and other
transfers payable--net 13 - 766 - 110 315 1,204
Total Liabilities 2,022 44 845 - 111 321 3,343
Net Assets Available for
Plan Benefits (Notes 1 and 4) $900,757 $115,212 $433,451 $71,243 $2,687 $40,085 $1,563,435
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Net Assets Available for Plan Benefits
December 31, 1993
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Fund Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at value (Note 3)
(cost $1,186,067)
(see Schedule of Assets Held for
Investment Purposes)
NYNEX Corporation common shares $843,953 $ 11,231 $ - $ - $ - $ - $ 855,184
DTP common shares, excluding NYNEX
Corporation common shares - 126,483 - - - - 126,483
Contracts with insurance companies
and other financial institutions - - 355,106 - - - 355,106
Government Obligations pooled fund - - - - 1,863 - 1,863
Other marketable securities
pooled fund - - - - - 18,199 18,199
Temporary cash investments 10,289 60 27,943 - 35 646 38,973
Receivable for loans to Plan
participants - - - 48,968 - - 48,968
Total Investments 854,242 137,774 383,049 48,968 1,898 18,845 1,444,776
Allotments and contributions receivable
(Note 6) 1,538 - 869 - 10 166 2,583
InterFund, interPlan and other
transfers receivable--net - - - 444 - 626 1,070
Dividends and interest receivable 12,403 721 7 - - 1 13,132
Total Assets 868,183 138,495 383,925 49,412 1,908 19,638 1,461,561
LIABILITIES
Accrued expenses 76 22 8 - - 1 107
InterFund, interPlan and other
transfers payable--net 266 724 701 - 27 - 1,718
Payable for investments purchased 1,806 - - - - - 1,806
Total Liabilities 2,148 746 709 - 27 1 3,631
Net Assets Available for
Plan Benefits (Notes 1 and 4) $866,035 $137,749 $383,216 $49,412 $ 1,881 $19,637 $1,457,930
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1994
(Dollars in Thousands)
<CAPTION>
NYNEX Interest Diversified
Shares Income Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
Allotments, Contributions
and Transfers:
Employee allotments $ 56,743 $ - $ 58,914 $ - $1,013 $14,315 $130,985
Employing Company
contributions (Note 6) 60,076 - - - - - 60,076
Loans to participants, net
of transfers of participants'
balances (12,648) (12,310) (5,158) 21,831 (59) 6,507 (1,837)
Total allotments, contributions,
allocations and transfers 104,171 (12,310) 53,756 21,831 954 20,822 189,224
Investment income:
Dividends on NYNEX Corporation
common shares 54,240 639 - - - - 54,879
Other dividends - 4,904 - - - - 4,904
Interest 2,665 8 27,958 - 25 288 30,944
Net appreciation (depreciation)
in the fair value of investments (74,166) (8,775) - - 19 539 (82,383)
Total increase (decrease) 86,910 (15,534) 81,714 21,831 998 21,649 197,568
Less:Administrative expenses 619 110 300 - 8 33 1,070
Distributions to participants 51,569 6,893 31,179 - 184 1,168 90,993
Net increase (decrease) 34,722 (22,537) 50,235 21,831 806 20,448 105,505
Net Assets Available for Plan Benefits:
Beginning of year-January 1, 1994 866,035 137,749 383,216 49,412 1,881 19,637 1,457,930
End of year-December 31, 1994
(Note 4) $900,757 $115,212 $433,451 $71,243 $2,687 $40,085 $1,563,435
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1993
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
Allotments, Contributions and
Transfers:
Employee allotments $ 55,230 $ - $ 55,997 $ - $ 601 $ 7,153 $ 118,981
Employing Company
contributions (Note 6) 56,172 - - - - - 56,172
Transfers of participants'
balances--net (2,256) (6,079) (8,275) 13,346 (46) 3,915 605
Total allotments, contributions
and transfers 109,146 (6,079) 47,722 13,346 555 11,068 175,758
Investment income:
Dividends on NYNEX Corporation
common shares 46,975 670 - - - - 47,645
Other dividends - 5,049 - - - - 5,049
Interest 1,963 12 26,004 - 7 94 28,080
Net appreciation (depreciation) in
the fair value of investments (42,672) 12,961 - - 81 1,149 (28,481)
Total increase 115,412 12,613 73,726 13,346 643 12,311 228,051
Less: Administrative expenses 741 127 312 - 2 14 1,196
Distributions to participants 38,624 5,623 19,880 - 97 314 64,538
Net increase 76,047 6,863 53,534 13,346 544 11,983 162,317
Net Assets Available for Plan Benefits:
Beginning of year--January 1, 1993 789,988 130,886 329,682 36,066 1,337 7,654 1,295,613
End of year-December 31, 1993
(Note 4) $866,035 $137,749 $383,216 $49,412 $1,881 $19,637 $1,457,930
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1992
(Dollars in Thousands)
<CAPTION>
NYNEX Guaranteed Diversified
Shares Interest Loan Government Equity
Fund DTP Fund Fund Obligations Portfolio Total
<S> <C> <C> <C> <C> <C> <C> <C>
Allotments, Contributions and
Transfers:
Employee allotments $ 48,896 $ - $ 54,396 $ - $ 459 $3,473 $ 107,224
Employing Company
contributions (Note 6) 46,852 - - - - - 46,852
Transfers of participants'
balances--net (3,854) (6,561) (3,233) 14,385 233 1,650 2,620
Total allotments, contributions
and transfers 91,894 (6,561) 51,163 14,385 692 5,123 156,696
Investment income:
Dividends on NYNEX Corporation
common shares 41,326 763 - - - - 42,089
Other dividends - 5,368 - - - - 5,368
Interest 1,515 37 25,560 - 6 44 27,162
Net appreciation in the fair
value of investments 28,295 12,530 - - 55 457 41,337
Total increase 163,030 12,137 76,723 14,385 753 5,624 272,652
Less: Distributions to
participants 65,694 12,856 34,502 - 64 313 113,429
Net increase (decrease) 97,336 (719) 42,221 14,385 689 5,311 159,223
Net Assets Available for
Plan Benefits:
Beginning of year-January 1, 1992 692,652 131,605 287,461 21,681 648 2,343 1,136,390
End of year--December 31, 1992
(Note 4) $789,988 $130,886 $329,682 $36,066 $1,337 $7,654 $1,295,613
</TABLE>
See notes to financial statements.
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS
1. Plan Description
The Plan* was established by NYNEX Corporation ("NYNEX") to
provide a convenient way for non-salaried employees to save
on a regular and long-term basis. Participants are able to
invest in one or various allowable combinations of four
funds: NYNEX Shares Fund, Government Obligations, the
Diversified Equity Portfolio and the Interest Income Fund.
The NYNEX Shares Fund invests primarily in the Common Stock
of NYNEX.
The Diversified Telephone Portfolio ("DTP") contains shares
of American Telephone and Telegraph Company ("AT&T") and of
NYNEX and the other regional holding companies formed in
connection with the court-ordered divestiture effected by
AT&T on January 1, 1984. Initial investments in the DTP
represented amounts previously invested in the AT&T Shares
Fund of the predecessor Bell System Savings and Security
Plan (Non-Salaried Employees). No new contributions or
allotments may be invested in the DTP under the Plan and all
earnings of the DTP will be invested in the NYNEX Shares
Fund.
The Diversified Equity Portfolio invests in a Bankers Trust
Company pooled Equity Index Fund. This fund is principally a
portfolio of common stocks constructed and maintained with
the objective of providing investment results which
approximate the overall performance of the common stocks
included in the Standard and Poors Composite Index of 500
stocks. On December 30, 1994, the Plan's portion of the
Bankers Trust Equity Index Fund was liquidated. No
significant gains or losses were realized from the
liquidation since the closing price of the securities on
December 30, 1994 was the price at which they were
transferred to NYNEX Asset Management Company ("NAMCO") on
January 3, 1995. On this date, NAMCO became the investment
manager for the Diversified Equity Portfolio, and invested
the proceeds from liquidation accordingly. The fund remains
an S&P 500 Index fund, with the objective of approximating
the performance of the stocks included in the S&P 500.
The Government Obligations fund invests in a Bankers Trust
Company pooled Short Government Bond Index Fund. This fund
invests primarily in fixed income securities of the United
States Government or any agency thereof with the objective
of providing investment results which approximate the
overall performance of the securities included in the Lehman
Brothers Inc. 1 - 3 year Government Index.
The Interest Income Fund, previously known as the Guaranteed
Interest Fund, invests primarily in a diversified portfolio
of guaranteed insurance contracts issued by insurance
companies ("GICs") and synthetic GICs issued by other
financial institutions. The Plan is exposed to credit risk
in the event of nonperformance by the entities with whom the
contracts are placed. The Plan seeks to minimize credit
risk by diversifying among a group of GIC issuers and other
financial institutions which meet certain investment
criteria established by NAMCO. These contracts guarantee a
fixed rate of interest for a fixed
* This and certain other capitalized terms used but not defined
herein shall have their respective meanings as defined in the
Plan Prospectus.
9
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
period of time or (ii) a fixed rate of interest for a fixed
or indefinite period of time combined with the right to
participate in income earned above such fixed rate. Such
fund is not guaranteed by any of the Employing Companies.
Effective September 1, 1993 the Plan was changed to allow
greater flexibility for investments in a wider range of
interest bearing investments by redefining the types of
investments permitted under the Guaranteed Interest Fund.
Pursuant to the Plan, loans were made available to certain
Participating Employees effective January 1, 1989. The
amount that an eligible Participating Employee may borrow is
limited by certain factors, including the employee's vested
interest in the respective employee's pre-tax account.
Except under certain circumstances, the loans provide for
periodic repayments over a period not to exceed five years,
at an interest rate determined under the Plan. Effective
September 1, 1993, participants also may prepay the entire
loan at any time, after the first of the month following the
loan effective date. Loans are collateralized by the
Participating Employee's account and are recorded in the
Loan Fund.
Bankers Trust Company is the Trustee for the Plan.
For a complete description of the Plan, participants should
refer to the Plan Prospectus.
2. Plan Amendments
Effective April 1, 1995, the Plan was changed in certain
respects including the following:
- to reduce the minimum Employee Basic Allotment.
Effective January 3, 1995, the Plan was changed in certain
respects including the addition of five new investment options
to conform to the requirements of ERISA Section 404(c). The
new options are as follows:
- The U.S. Balanced Fund invests in stocks and bonds of U.S.
corporations in a variety of industries. This fund targets
approximately 60 percent in stocks with most of the
remainder in bonds.
- The Global Balanced Fund invests in international capital
markets, primarily in stocks and bonds. The fund is
diversified and has representations in a variety of
countries, from those of the most mature and developed
nations to those still in the developmental stages. The
fund targets approximately 65 percent in stocks with most of
the remainder in bonds.
- The U.S. Equity Fund invests primarily in a broad array of
domestic common stocks.
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
- The International Equity Fund invests in twenty
international equity markets of developed countries in
Europe and the Pacific; it is well diversified and has
representation in many industries. The stocks held may
include both large and small capitalization stocks.
- The U.S. Small Cap Fund invests in the domestic stocks of
smaller-sized companies, generally with market
capitalization under $1 billion at the time of purchase.
- The new funds are valued on a daily basis. The unit value
is determined as of the close of regular trading on the New
York Stock Exchange and is computed by dividing the value of
each fund's adjusted net assets by the total number of its
units outstanding.
- Portfolio securities and other assets are valued primarily
on the basis of market quotations. Foreign securities are
valued on the basis of quotations from the primary market in
which they are traded and are translated from the local
currency into U.S. dollars using current exchange rates. To
the extent reliable quotations are not readily available
for any reason, NYNEX, the trustee and/or the recordkeeper
will determine a quotation they believe accurately reflects
fair value. If a fair value is unavailable for a
significant amount of securities or other assets, a unit
value will not be determined that day.
Effective August 1, 1994, the Plan was changed in certain
respects, including the following:
- the valuation for each investment option will be performed daily.
Effective April 1, 1994, the Plan was changed in certain
respects including the following:
- employees leaving the Employing Company can request a payout
of substantially equal monthly or yearly payments over their
lifetime.
- renegotiation of loans has been eliminated. Participants
may have as many as two outstanding loans at one time.
- the Guaranteed Interest Fund was renamed the Interest Income Fund.
- each Participating Employee shall direct that the Employee Basic Allotment
and Employee Supplementary Allotment be invested, in whole
percentage increments, in any of the followings funds,
provided that a minimum of ten percent of the total of such
allotments must be invested in any fund in which the
Participating Employee invests:
(i) NYNEX Shares Fund;
(ii) Government Obligations;
(iii) Diversified Equity Fund; or
(iv) Interest Income Fund.
- participants are permitted twelve transfers per year, one such transfer
shall be allocated to, and may only be made in, each of the
calendar quarters and may not be made in any other calendar
quarter and eight such transfers may be made at any time
during the Plan Year.
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
Effective September 1, 1993, the Plan was changed in certain
respects, including the following:
- to provide that a Participating Employee may apply for a
loan immediately upon having a sufficient Pre-Tax
Allotment Account balance available under the Plan, may
prepay a loan at any time after the first of the month
following the loan effective date and may initiate a new
loan the month following the payoff of the existing loan.
- to permit the Committee to set loan interest rates; for
loan cycles beginning September 16, 1993, the Committee
set the loan interest rates based on the prime rate.
- to increase the number of allotment changes to 12 times
per calendar year.
- to increase the number of investment direction changes to
12 times per calendar year.
- to restructure the hierarchical sequence of withdrawals
to allow participants access to the greatest amount of
tax free money available without incurring penalty or
forfeiture (according to Internal Revenue Service
Regulations).
- to allow beneficiaries an additional election to receive
cash for investments in NYNEX Shares and DTP.
- to eliminate the six month period during which a transfer
of plan balances between non-salaried and salaried plans
must occur after a change of status; the transfer can
take place at any time.
- to allow Government Obligations fund to be transferred
directly to Guaranteed Interest Fund, and to eliminate
the six month waiting period on transfers from Government
Obligations fund to Guaranteed Interest Fund.
- to eliminate unrestricted transfers from Guaranteed
Interest Fund to Government Obligations fund and allow
Guaranteed Interest Fund transfers into Government
Obligations after they have been transferred into and
remain at least three months in NYNEX Shares, the
Diversified Equity Portfolio or any other applicable
funds.
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
- to increase the number of fund transfers from two times a
year with a six month wait between transfers to four
times a year, but no more frequently than once in any
three month period.
- to allow fund transfers in 1 percent increments
(currently 50% or 100%).
- to allow special opportunities, as determined by NYNEX,
to transfer Guaranteed Interest Fund assets to Government
Obligations.
Effective January 1, 1993 the Plan was changed in certain
respects, including the following:
- to provide that the company match will increase to 66
2/3% of the employee's basic allotment; and
- to provide that the Plan shall pay administrative fees
out of its trust to the extent permitted by law.
The Plan is being administered in compliance with the
Unemployment Compensation Amendments Act of 1992 and the
regulations thereunder and will be amended on or before the
date required by law.
3. Accounting Policies
Change in Accounting Principle
During 1993, the Plan changed its method of accounting for
distributions payable. Distributions payable were
previously reported as a liability in the Statement of Net
Assets Available for Plan Benefits. In May 1993, the
American Institute of Certified Public Accountants issued a
new audit and accounting guide (the "Guide"). The Guide
states that benefit amounts should not be accrued as
liabilities. Therefore, a retroactive adjustment was made
to reflect the effect of the change in accounting principle
in the Statement of Net Assets Available for Plan Benefits
and the Statement of Changes in Net Assets Available for
Plan Benefits as of and for the year ended December 31,
1992.
Reclassification
Certain components of the 1992 Statement of Changes in Net
Assets Available for Plan Benefits have been reclassified to
conform with the 1993 presentation.
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
Value of Investments
The value of NYNEX shares and the value of the shares of
each company in the DTP are determined on the basis of the
closing price per share as quoted by the New York Stock
Exchange Composite Transactions listing on December 31 or,
if no sales were made on that date, at the closing price on
the next preceding day on which sales were made.
The value of the Plan's investment in the pooled Equity
Index Fund included in the Diversified Equity Portfolio
during 1994 and the pooled Short Government Bond Index Fund
included in the Government Obligations fund is based on each
pooled fund's respective per share value. The trustee of
the pooled funds determines per share value based upon
market value of the underlying securities held by the funds
at December 31.
The value of each contract with an insurance company or
other financial institution included in the Interest Income
Fund is determined at December 31, based upon the principal
then invested in the fund plus the interest then accrued on
such principal, which approximates the estimated market
value.
Purchases and Sales of Investments
Purchases and sales of investments are reflected as of the
trade date.
Realized gains and losses on sales of investments are
determined on the basis of average cost.
Investment Income
Dividend income is recorded on the ex-dividend date.
Interest earned on investments is recorded on the accrual
basis.
Appreciation (Depreciation) of Investments
The Statement of Changes in Net Assets Available for Plan
Benefits reflects the net appreciation (depreciation) in the
fair value of the Plan's investments, which consists of the
realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
4. Number and Value of Units
The interest of an employee in each type of investment of
the Plan, with the exception of the Loan Fund, is
represented by units as described in Section 8 of the Plan.
Effective August 1, 1994, a Participant's unit value is
determined daily (see Note 2). The number and value of
units for each month end in 1994 and December 31, 1993,
carried to the fourth decimal place, were as follows:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
Number Value Number Value
of Units Per Unit of Units Per Unit
<S> <C> <C> <C> <C>
NYNEX Shares Fund 196,372,800 $4.5870 183,682,665 $4.7148
Diversified Telephone
Portfolio 23,059,479 4.9963 25,820,497 5.3349
Interest Income Fund 93,447,923 4.6384 87,943,940 4.3575
Government Obligations 2,288,845 1.1731 1,595,337 1.1791
Diversified Equity Fund 30,802,010 1.3014 15,236,542 1.2888
</TABLE>
<TABLE>
<CAPTION>
Diversified
NYNEX Shares Telephone Portfolio
Number Value Number Value
1994 of Units Per Unit of Units Per Unit
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
January 183,695,897 $4.8016 25,822,480 $5.5177
February 185,339,767 4.3702 25,736,982 5.1576
March 186,362,420 4.1464 25,629,617 5.0558
April 189,341,835 4.3349 24,260,001 5.1841
May 190,122,740 4.4808 24,211,013 5.2464
June 191,516,270 4.5810 24,109,161 5.3467
July 192,296,526 4.6562 23,954,696 5.4036
August 191,861,925 4.6711 23,687,762 5.3512
September 193,818,261 4.7266 23,539,354 5.2257
October 194,654,851 4.8168 23,387,175 5.2178
November 195,190,234 4.6205 23,217,273 4.9322
</TABLE>
<TABLE>
<CAPTION>
Government Obligations Diversified Equity Fund
Number Value Number Value
1994 of Units Per Unit of Units Per Unit
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
January 1,595,190 $1.1827 15,234,054 $1.3299
February 1,664,363 1.1756 16,527,818 1.2953
March 1,733,206 1.1704 18,367,481 1.2428
April 1,716,142 1.1648 20,018,567 1.2570
May 1,770,544 1.1661 21,636,110 1.2771
June 1,903,970 1.1687 23,198,083 1.2475
July 1,994,627 1.1782 24,508,223 1.2867
August 2,055,185 1.1797 26,001,462 1.3362
September 2,155,225 1.1775 27,544,873 1.3039
October 2,229,016 1.1798 28,689,886 1.3327
November 2,260,259 1.1749 29,606,114 1.2844
</TABLE>
15
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Interest Income Fund
Number Value
1994 of Units Per Unit
(Unaudited)
<S> <C> <C>
January 87,946,239 $4.3667
February 88,785,458 4.3892
March 89,320,873 4.4145
April 89,771,836 4.4383
May 90,252,888 4.4635
June 90,683,074 4.4880
July 90,828,049 4.5118
August 90,406,151 4.5397
September 91,895,453 4.5636
October 92,530,683 4.5887
November 92,889,439 4.6119
</TABLE>
5. Federal Income Taxes
In June 1993, the Internal Revenue Service issued a
determination that the Plan meets the requirements of
Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code") and is exempt from federal income taxes
under Section 501(a) of the Code. On March 31, 1995, NYNEX
submitted the Plan for a determination that the Plan,
including the changes required by the Tax Reform Act of 1986
and subsequent enactments, continues to be qualified under
Section 401(a) of the Code. For information on the federal
income tax status of the employee with respect to the Plan,
participants should refer to the Plan Prospectus.
6. Allotments and Contributions
As a general rule, an Eligible Employee may authorize a
basic allotment from 2% to 6% of Basic Weekly Rate. A
supplementary allotment of not more than 10% of Basic Weekly
Rate may be authorized by employees electing the maximum 6%
basic allotment. Effective January 1, 1993 the Plan was
changed to provide that the company match will increase to
66 2/3% of the employee's basic allotment. During 1992,
Employing Company Contributions were made based upon an
amount equal to 60% of the authorized basic allotment of
each participating employee.
Contributions are subject to applicable rules set forth in
the Code and the regulations thereunder.
All units forfeited under the Plan by an employee shall be
applied as a credit to reduce subsequent contributions of
the Employing Company at the time of forfeiture.
7. Termination Priorities
In the event that the Plan is terminated, subject to
conditions set forth in the Employee Retirement Income
Security Act of 1974, as amended, the Plan provides that the
net assets shall be distributed to Participating Employees
in an amount equal to their respective interest in such
assets.
16
<PAGE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (Continued)
8. Plan Expenses
Prior to 1993, Plan expenses, which related primarily to the
cost of administering the Plan, were paid by NYNEX.
Effective January 1, 1993, the Plan pays certain
administrative fees out of its trust in accordance with Plan
provisions and to the extent permitted by law, and any fees
not paid by the Plan are paid by NYNEX.
9. Reconciliation of Form 11-K to Form 5500
The Department of Labor requires that amounts allocated to
accounts of persons who have elected to withdraw from the
Plan but have not yet been paid be reported as liabilities
on the Plan's Form 5500. In accordance with the Guide,
benefit amounts should not be accrued as liabilities of the
Plan. The following is a reconciliation to the amounts
reported on Form 5500:
Distributions to participants as presented
in the Statement of Changes in Net Assets
Available for Plan Benefits for the year
ended December 31, 1994 $90,993,000
Add: Benefits claims payable presented in the Statement
of Net Assets Available for Plan Benefits contained
in Form 5500 as of December 31, 1994 (see Note 3)858,000
Less: Benefits claims payable presented in the
Statement of Net Assets Available for Plan
Benefits contained in Form 5500 as of
December 31, 1993 (see Note 3) 4,354,000
Benefit payments and payments to provide benefits
directly to Participants and beneficiaries presented
in the Statement of Changes in Net Assets Available
for Plan Benefits contained in Form 5500 for the year
ended December 31, 1994 $87,497,000
10. Concentrations of Credit Risk
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist principally of
investment contracts with insurance companies and other
financial institutions.
The Plan places its investment contracts with high-credit
quality insurance companies and financial institutions and,
by policy, limits the amount of credit exposure to any one
company or institution.
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<CAPTION>
December 31, 1994
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C> <C> <C>
NYNEX SHARES
NYNEX Corporation common shares*--
(97.4%)......................................... 23,878,593 shs $795,421 $877,428
Temporary Cash Investments--
(1.3%)................................................ $11,259 11,259 11,259
Total NYNEX Shares--
(98.7%).............................................. 806,680 888,687
DIVERSIFIED TELEPHONE PORTFOLIO
NYNEX Corporation common shares--
(8.4%).............................................. 262,222 shs 3,723 9,637
Other common shares:
American Telephone and Telegraph Company
........................................ 568,857 shs 9,075 28,585
American Information Technologies Corporation
................................... 394,440 3,887 15,946
Bell Atlantic Corporation
..................................................... 260,810 3,970 12,975
BellSouth Corporation
..................................................... 265,403 4,701 14,364
Pacific Telesis Group, Inc.
..................................................... 261,447 1,734 7,460
Southwestern Bell Corporation
................................................... 393,709 3,682 15,896
U S WEST Inc.
..................................................... 261,888 3,398 9,330
Total Other common shares--
(90.8%).......................................... 30,447 104,556
Temporary Cash Investments--
(.1%).................................................... $164 164 164
Total Diversified Telephone Portfolio--
(99.3%).............................. 34,334 114,357
INTEREST INCOME FUND
Contracts with Insurance Companies and Other Financial
Institutions:+
American International Life Assurance Co., 5.84%-7.64%,
matures 9/30/95-9/30/97.. 24,599 shs 24,599 24,599
Bank of America, 9.11%, matures
10/01/95......................................... 5,879 5,879 5,879
Bankers Trust Company, 8.95%, matures
10/01/95................................... 5,170 5,170 5,170
Brundage Story & Rose, 6.13%, matures
4/01/99.................................... 12,551 12,551 12,551
CDC Investment Management Corporation, 5.59%-7.51%,
matures 6/30/96-9/30/99...... 52,220 52,220 52,220
Confederation Life Insurance, 8.52%, matures 1/2/96**
........................... 12,612 12,612 12,612
John Hancock Mutual Life Insurance Company, 6.00%-7.05%,
matures 10/01/97-10/1/98 30,758 30,758 30,758
Metropolitan Life Insurance Company, 5.67%-9.05%, matures
1/15/95-9/30/98........ 57,702 57,702 57,702
New York Life Insurance Company*, 5.15.%-7.60%, matures
12/31/96-6/30/99......... 90,952 90,952 90,952
Provident National Assurance Company, 6.34%-8.23%, matures
1/2/95-4/1/96......... 31,540 31,540 31,540
The Prudential Insurance Company of America, 5.71%-7.00%,
matures 3/31/96-12/31/98 61,689 61,689 61,689
Union Bank of Switzerland, 5.10%-6.86%, matures 1/01/95-
9/30/98 ................. 32,726 32,726 32,726
Total Contracts with Insurance Companies
and Other Financial Institutions:--
(96.5%)................................ 418,398 418,398
</TABLE>
18
<PAGE>
<TABLE>
NYNEX CORPORATION SAVINGS AND SECURITY PLAN (NON-SALARIED EMPLOYEES)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Dollars in Thousands)
<CAPTION>
December 31, 1994
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
<S> <C>
Temporary Cash Investments--(3.7%).......................... $15,861 $ 15,861 $ 15,861
Total Interest Income Fund--(100.2%)................ 434,259 434,259
LOAN FUND
Receivable for loans to Plan
Participants--(100%)...................................... $71,243 71,243 71,243
Total Loan Fund:--(100%)............................ 71,243 71,243
GOVERNMENT OBLIGATIONS
Pooled Short Government Bond Index Fund--(104%).............. 2,315,264 shs 2,667 2,795
Total Government Obligations--(104%)............... 2,667 2,795
GRAND TOTAL--(96.7%) ............................ $1,349,183 $1,511,341
</TABLE>
* Investment represents 5% or more of the Plan's Net Assets
Available for Plan Benefits.
+ The contracts with insurance companies and other
financial institutions guarantee the crediting of interest
at a stated rate on monies placed with them. Collectively, these contracts
result in a composite interest rate. The composite interest rate for the
calendar year 1994 was approximately 6.8%. The composite
interest rate for calendar years after 1994 may be either
higher or lower due to changing market conditions.
The amount of interest credited to the Fund is a function
of the timing and size of the remittance of participants'
allotments, company contributions and proceeds from maturing
contracts. Participant-directed transactions may also cause
the actual yield for 1995 to vary from the composite rate for 1994.
** The financial institution was assigned an "E" rating by
major rating agencies due to a deteriorating financial
condition. The institution is currently in a plan of rehabilitation
proceedings under the Canadian government's supervision.
Interest was earned and accrued on the value of the contract up until
August 12, 1994, after which interest was no longer accrued.
NOTE:Percentages in parentheses represent the percentage of
each fund's net assets available for Plan benefits.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements on Form S-8 (File Nos. 33-51897, 2-94110, 33-21635, 33-
27802, 33-16570, 2-95634 and 2-95780) of NYNEX Corporation of our
reports dated April 7, 1995 on our audits of the financial
statements of the NYNEX Corporation Savings Plan for Salaried
Employees and the NYNEX Corporation Savings and Security Plan
(Non-Salaried Employees) as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31, 1994
and the accompanying schedules of assets held for investment
purposes as of December 31, 1994, which are included in the
Annual Reports on Form 11-K for the above referenced Plans filed,
by amendment, as exhibits to the Annual Report on Form 10-K of
NYNEX Corporation for the year ended December 31, 1994.
COOPERS & LYBRAND L.L.P.
New York, New York
April 21, 1995
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Savings and Security Plan Committee of NYNEX
Corporation has duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
NYNEX CORPORATION SAVINGS AND SECURITY
PLAN (NON-SALARIED EMPLOYEES)
By D. J. Sacco
(D. J. Sacco, Chairman,
Savings and Security Plan
Committee)
Date: April 26, 1995
