As filed with the Securities and Exchange Commission on September 24, 1996
Post-Effective Amendment No. 1 to Registration Statement No. 33-53693
Post-Effective Amendment No. 2 to Registration Statement No. 33-33592
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENTS
to
Form S-3
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
NYNEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1095 Avenue of the Americas 13-3180909
(State or other jurisdiction New York, New York l0036 (I.R.S.Employer
Identification No.)
of incorporation or
organization) (212) 395-2121
(Address, including zip code, and telephone number
including area code, of registrant's principal executive
offices)
M. Meskin
Vice President and
Comptroller
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
(212) 395-1020
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
Please address a copy of all communications to:
MORRISON DES. WEBB, ESQ. RAYMOND W. WAGNER, ESQ.
Executive Vice President and General Counsel Simpson Thacher & Bartlett
NYNEX Corporation 425 Lexington Avenue
1095 Avenue of the Americas New York, New York 10017
New York, New York 10036
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus contained herein relates to Registration
Statement No. 33-33592, previously filed by the Registrant on
Form S-3 and declared effective on March 5, 1990 and under which
$50,000,000 of debt securities remains to be issued and to
Registration Statement No. 33-53693, previously filed by the
Registrant on Form S-3 and declared effective on December 21,
1994 and under which $900,000,000 of common stock, preferred
stock and/or debt securities remains to be issued. This filing
constitutes Post Effective Amendment No. 1 to Registration
Statement No. 33-53693 and Post-Effective Amendment No. 2 to
Registration Statement No. 33-33592.
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 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.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 1996
PROSPECTUS
$950,000,000
NYNEX CORPORATION
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
NYNEX Corporation ("NYNEX") may issue and sell from time to
time (i) shares of common stock, $1.00 par value per share (the
"Common Stock"), accompanied by rights to purchase Junior
Participating Preferred Stock (the "Rights"), (ii) shares of
preferred stock, $1.00 par value per share, in one or more series
(the "Preferred Stock") and (iii) unsecured senior debt
securities in one or more series (the "Debt Securities"). The
Common Stock, Preferred Stock and Debt Securities (collectively,
the "Securities") will be limited to $950,000,000 aggregate
public offering price. Any or all of the Common Stock may be
offered and sold from time to time by (i) NYNEX, (ii) Weatherly
Holdings L.L.C., a Delaware limited liability company ("Weatherly
Holdings") or (iii) Kipling Associates L.L.C., a Delaware limited
liability company ("Kipling Associates"). NYNEX has indirect
controlling and managing member interests in both Weatherly
Holdings and Kipling Associates. Mandalay Investors L.L.C., a
Delaware limited liability company controlled and managed by
entities unaffiliated with NYNEX ("Mandalay Investors"), has non-
controlling member interests in Weatherly Holdings and Kipling
Associates, but under certain circumstances will have the right
to control the offer and sale of the Common Stock by Weatherly
Holdings and Kipling Associates. See "Selling Securityholders"
and "Plan Of Distribution". The NYNEX entities holding member
interests in Weatherly Holdings and Kipling Associates are
hereinafter individually referred to as a "NYNEX Member" and
collectively as "NYNEX Members".
The specific terms of the particular Securities to be issued
will be set forth in a supplement to this Prospectus (a
"Prospectus Supplement") which will be delivered together with
this Prospectus, including, where applicable, (i) in the case of
Common Stock, (A) the number of shares, (B) the identification of
which of NYNEX, Weatherly Holdings and/or Kipling Associates is
selling the Common Stock and, if sales are made by Weatherly
Holdings and/or Kipling Associates, the circumstances under which
the sales are being made, (C) if sales are made in an
underwritten public offering, information regarding the initial
public offering price and the names of any underwriters involved
in the sale and any applicable fee, commission or discount
arrangements with them, and (D) the net proceeds to NYNEX,
Weatherly Holdings and/or Kipling Associates, (ii) in the case of
Preferred Stock, the specific designation, number of shares and
liquidation value thereof and the dividend, liquidation,
redemption, voting and other rights, including conversion or
exchange rights, if any, and any other special terms, and (iii)
in the case of Debt Securities, the specific designation,
aggregate principal amount, authorized denominations, maturity
interest rate (or manner of calculation thereof) and time of
payment of interest, if any, and redemption or repayment terms,
the currency, currencies or currency unit or units in which the
Debt Securities shall be payable, any other rights, including
conversion or exchange rights, if any, and any other special
terms. The Prospectus Supplement will also contain information
regarding the initial public offering price, the net proceeds to
NYNEX and, where applicable, the United States Federal income tax
considerations relating to the Securities covered by the
Prospectus Supplement.
NYNEX may sell the Securities, and Weatherly Holdings and/or
Kipling Associates may sell the Common Stock, to or through one
or more underwriters, and may also sell the Securities directly
to other purchasers or through agents. See "Plan of
Distribution." The accompanying Prospectus Supplement sets forth
the names of any underwriters, dealers or agents involved in the
sale of the Securities in respect of which this Prospectus is
being delivered, and any applicable fee, commission or discount
arrangements with them.
<PAGE>
NYNEX's Common Stock is listed on the New York, Boston,
Chicago, Pacific and Philadelphia Stock Exchanges under the
symbol "NYN". The Prospectus Supplement will contain information
about any listing on a securities exchange of the Securities
covered by the Prospectus Supplement.
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.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
, 1996
<PAGE>
No person has been authorized to give any information
or to make any representations not contained or incorporated
by reference in this Prospectus or in the Prospectus
Supplement in connection with the offer made by this
Prospectus or the Prospectus Supplement and, if given or
made, such information or representations must not be relied
upon as having been authorized by NYNEX, Weatherly Holdings
or Kipling Associates or by any underwriter, dealer or
agent. This Prospectus and the Prospectus Supplement do not
constitute 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 or solicitation in such jurisdiction. This
Prospectus and the Prospectus Supplement do not constitute
an offer to sell or a solicitation of an offer to buy any
Securities other than those to which they relate. The
delivery of this Prospectus or the Prospectus Supplement at
any time does not imply that the information herein or
therein is correct as of any time subsequent to its date.
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. In addition, the SEC
maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants (including NYNEX) that file electronically with
the SEC, which can be accessed at http://www.sec.gov.
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 of
1933, as amended (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 filed with the SEC by NYNEX
(File No. 1-8608 for each) are incorporated herein by
reference and made a part hereof:
(1) NYNEX's Annual Report on Form 10-K for the year
ended December 31, 1995 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which
incorporates by reference certain information,
including NYNEX's 1995 consolidated financial
statements contained in its 1995 Annual Report to
Stockholders;
(2) NYNEX's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1996;
(3) NYNEX's Current Reports on Form 8-K, dates of
reports April 21, 1996 and July 2, 1996, filed
with the SEC on April 23, 1996 and July 3, 1996,
respectively;
(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; and
(5) Joint Proxy Statement/Prospectus dated September
9, 1996 of Bell Atlantic Corporation and NYNEX.
<PAGE>
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
of the Securities 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 and the
Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus or the Registration Statement.
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, 1095 Avenue of the Americas, New York 10036, (212) 395-1000.
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, (212) 395-2121.
NYNEX is a global communications and media corporation
that provides a full range of services, in the northeastern
United States and select markets around the world, including
the United Kingdom, Thailand, Gibraltar, Greece, Indonesia,
the Philippines, Poland, Slovakia and the Czech Republic.
NYNEX has expertise in telecommunications, wireless
communications, directory publishing, video entertainment
and information services.
NYNEX's largest business group is the NYNEX
Telecommunications Group, which includes operating telephone
companies New York Telephone Company, New England Telephone
and Telegraph Company and their subsidiaries (collectively,
the "Telephone Companies"). The Telephone Companies
provided NYNEX with approximately 88.1% of its operating
revenues in 1995. NYNEX's Worldwide Communications and
Media Group includes interests in wireless communications
(Bell Atlantic NYNEX Mobile, PrimeCo Personal
Communications, L.P., STET Hellas); wholly owned
subsidiaries and interests in video entertainment and
information services (NYNEX CableComms, NYNEX Entertainment
& Information Services Company, NYNEX Information Resources
Company, TELE-TV); and subsidiaries and interests in
worldwide communications operations (FLAG (Fiberoptic Link
Around the Globe), Gibraltar NYNEX Communications). NYNEX
Asia Communications includes joint ventures constructing and
operating communications networks in Thailand, Indonesia and
the Philippines. Financial subsidiaries include NYNEX
Credit Company, NYNEX Capital Funding Company and NYNEX
Trade Finance Company.
On April 21, 1996, NYNEX and Bell Atlantic Corporation
("Bell Atlantic") entered into a definitive merger
agreement. Under the terms of the agreement, as amended and
restated as of July 2, 1996, a newly formed first tier
subsidiary of Bell Atlantic will merge with and into NYNEX,
thereby making NYNEX a wholly-owned subsidiary of Bell
Atlantic. NYNEX stockholders will receive 0.768 shares of
Bell Atlantic common stock for each NYNEX share owned. The
merger, which is expected to qualify as a pooling of
interests for accounting purposes, is subject to a number of
conditions, including regulatory approvals, receipt of
opinions that the merger will be tax free, and the approval
of the stockholders of both NYNEX and Bell Atlantic. The
transaction is expected to close by April, 1997.
Because NYNEX is a holding company, the right of NYNEX
and thus the rights of creditors and stockholders of NYNEX
(including holders of the Securities) to participate in any
distribution of the assets or earnings of any subsidiary is
subject to the prior claims of creditors of each such
subsidiary (including the Telephone Companies), except to
the extent that any claims of NYNEX itself as a creditor of
a subsidiary may be recognized. As a holding company,
NYNEX's principal source of funds is dividends from the
Telephone Companies. The rights of creditors and
stockholders of NYNEX (including holders of the Securities)
to participate in the distribution of stock of the Telephone
Companies would be, and, under certain circumstances, the
ability of NYNEX to obtain cash from the Telephone
<PAGE>
Companies may be, subject to the approval of the regulatory
commissions having jurisdiction over such subsidiaries
(including the Federal Communications Commission).
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to
fixed charges of NYNEX for the periods indicated:
Six
Months
Ended
June 30, Year Ended December 31,
1996
<S> <C> <C> <C> <C> <C>
(unaudited) 1995 1994 1993 1992 1991
3.26 2.90 2.35 .44* 3.32 1.93
</TABLE>
* Earnings were inadequate to cover fixed charges by
$445.1 million for the year ended December 31, 1993 as
a result of $2.1 billion of fourth quarter 1993
business restructuring charges ($1.4 billion after tax).
For the purpose of this ratio, (i) earnings have been
calculated by adding Interest expense and the estimated
interest portion of rentals to Earnings (loss) before income
taxes and cumulative effect of change in accounting
principle; and (ii) fixed charges are comprised of Interest
expense and the estimated interest portion of rentals.
USE OF PROCEEDS
Unless otherwise indicated in the accompanying
Prospectus Supplement, the net proceeds from the sale of the
Securities by NYNEX will be used to provide funds to NYNEX
and/or non-Telephone Companies of NYNEX for their respective
general corporate purposes, including the repayment and/or
refinancing of outstanding indebtedness.
On the date of this Prospectus, Weatherly Holdings
holds 2,703,597 shares of Common Stock (which amount may be
increased or reduced from time to time), shares of Series B
Cumulative Convertible Preferred Stock of Viacom, Inc. (the
"Viacom Preferred Stock") and a member interest in Kipling
Associates. Kipling Associates holds a $600 Million Reset
Note Due December 29, 2000 issued by Weatherly Holdings (the
"Weatherly Holdings Note") and, on the date of this
Prospectus, 11,639,984 shares of Common Stock. Payments of
interest on the Weatherly Holdings Note are due quarterly;
no principal payments thereon are due until maturity except
in the event of acceleration upon an even of default
thereunder. The Weatherly Holdings Note bears interest at a
fluctuating rate per annum that is related to short-term
commercial paper discount rates plus a variable margin. The
payment of principal on the Weatherly Holdings Note is to be
made out of the proceeds of the sale of the Viacom Preferred
Stock and/or the shares of Common Stock held by Weatherly
Holdings and/or distributions in respect of its member
interest in Kipling Associates, upon liquidation of
Weatherly Holdings.
The shares of Common Stock which may be offered by
Weatherly Holdings and/or Kipling Associates hereby will be
sold only upon, and as part of, a liquidation of Weatherly
Holdings and/or Kipling Associates. The liquidation of
Weatherly Holdings and Kipling Associates will commence on
June 30, 2000 (approximately 180 days prior to the maturity
date of the Weatherly Holdings Note) and may occur earlier
upon the happening of certain events as described under
"Plan of Distribution".
The net proceeds from the sale of shares of Common
Stock offered by Weatherly Holdings (if any) will be used by
Weatherly Holdings to pay the principal amount due on the
Weatherly Holdings Note, and any excess net
<PAGE>
proceeds will be distributed to the members of Weatherly Holdings
in connection with its liquidation. The net proceeds from the
sale of shares of Common Stock offered by Kipling Associates
(if any) will be used to satisfy the requirement under the
Kipling Associates company agreement to distribute only cash
to Mandalay Investors upon the liquidation of Kipling
Associates, and any excess net proceeds will be used to
distribute cash to Weatherly Holdings as the NYNEX Member of
Kipling Associates. To the extent that the NYNEX Members
receive any portion of their liquidating distributions in
cash, such amounts will inure to the benefit of NYNEX and
will be used for the purposes set forth in the first
paragraph of this section.
DESCRIPTION OF COMMON STOCK
The following description of the terms of the Common
Stock summarizes certain provisions of the General
Corporation Law of the State of Delaware (the "Delaware
General Corporation Law"), the Restated Certificate of
Incorporation of NYNEX (the "Restated Certificate of
Incorporation") and the Rights Agreement, as amended (the
"Rights Agreement"), between NYNEX and The First National
Bank of Boston, as successor Rights Agent (the "Rights
Agent"), and is subject to and qualified in its entirety by
reference to such provisions and documents.
The authorized capital stock of NYNEX consists of
750,000,000 shares of Common Stock, par value $1.00 per
share, and 75,000,000 shares of Preferred Stock. At August
31, 1996, NYNEX had outstanding 453,950,190 shares of Common
Stock (not including shares held in treasury) and no shares
of Preferred Stock.
If shares of Common Stock offered and sold by NYNEX
hereby are from its authorized but unissued shares of Common
Stock, the Common Stock will, when issued, be fully paid and
nonassessable. Shares of Common Stock which may be sold by
NYNEX from its treasury shares, when sold hereunder, will be
fully paid and nonassessable. Shares of Common Stock which
may be sold by Weatherly Holdings and/or Kipling Associates
are currently issued and outstanding and are fully paid and
nonassessable.
Dividend Rights
Subject to the preferences applicable to any shares of
preferred stock then outstanding, the holders of Common
Stock are entitled to dividends, when, as and if declared by
the Board of Directors of NYNEX (the "Board of Directors")
out of funds legally available therefor.
Voting Rights
The holders of Common Stock are entitled to one vote
for each share of Common Stock. Subject to the rights, if
any, of the holders of any series of preferred stock then
outstanding, all voting rights are vested in the holders of
shares of Common Stock. The holders of Common Stock have no
cumulative voting rights.
Rights Upon Liquidation
In the event of liquidation, dissolution or winding up
of NYNEX, after there have been paid or set aside for the
holders of all series of preferred stock then outstanding
the full preferential amounts to which such holders are
entitled, the holders of Common Stock will be entitled to
share equally in any assets of NYNEX remaining after the
payment of all debts and liabilities of NYNEX.
Change of Control
The following provisions of the Restated Certificate of
Incorporation, the NYNEX By-Laws and the Delaware General
Corporation Law could make more difficult the acquisition of
NYNEX by means of a tender offer, a proxy contest or
otherwise. These provisions may have the effect of
delaying, deferring or preventing a
<PAGE>
change in control of NYNEX and may discourage bids for the
Common Stock at a premium over the market price of the Common Stock.
Fair Price Provisions. The Restated Certificate of
Incorporation contains provisions designed to discourage any
person who is, or was at any time within two years prior to
the date in question, the beneficial owner of 10% or more of
the then outstanding shares of capital stock of NYNEX
entitled to vote generally in the election of directors (the
"Voting Shares") (or certain assignees) (an "Interested
Stockholder"), from utilizing two-tier pricing and similar
tactics in an attempted change of control, and to help
assure that all NYNEX stockholders are treated similarly if
certain types of business combinations are effected (the
"Fair Price Provisions").
The Fair Price Provisions require, in addition to any
affirmative vote required by the Delaware General
Corporation Law, the affirmative vote of the holders of at
least 75% of the voting power of the Voting Shares, voting
as a single class, in order to approve certain mergers,
consolidations, security issuances, liquidations,
recapitalizations and any sale, lease or transfer of any
assets valued at $50 million or more (a "Business
Combination") with, or proposed by or on behalf of, an
Interested Stockholder or any of its affiliates or
associates, unless either (A) the Business Combination is
approved by 75% of those directors, other than the
Interested Stockholder or its affiliates or associates, who
were directors prior to the time the Interested Stockholder
became such (or certain of such directors' successors) (the
"Continuing Directors") (provided that the Continuing
Directors constitute at least three members of the Board of
Directors at the time of such approval), or (B) all of the
requirements described in paragraphs (i), (ii), (iii), (iv)
and (v) below are satisfied with respect to each class of
voting stock:
(i) In a Business Combination where the holders
of shares of a particular class of voting stock are to
receive payment, the consideration to be received by holders
of shares of such class must be either cash or, if the
consideration previously paid by the Interested Stockholder
in connection with its acquisition of Voting Shares
consisted, in whole or in part, of consideration other than
cash, then in the same form as such consideration. If such
payment was made in varying forms of consideration, then
such consideration must be either cash or the same form of
consideration used by the Interested Stockholder or any of
its affiliates or associates in acquiring the largest number
of shares of such class previously acquired by such
Interested Stockholder.
(ii) In a Business Combination where the holders
of shares of Common Stock are to receive payment, such
holders are entitled to receive, on or before the date of
consummation of the Business Combination (the "Consummation
Date"), consideration for their shares having an aggregate
fair market value within five days prior to the Consummation
Date at least equal to the higher of the following two
alternatives: (a) the highest per share price (including
brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Stockholder, or by any
of its affiliates or associates, for any shares of Common
Stock within the two-year period immediately prior to the
first public announcement of the proposed Business
Combination (the "Announcement Date"), or the per share
price paid by the Interested Stockholder, or by any of its
affiliates or associates, in the transaction in which it
became an Interested Stockholder, whichever is higher; or
(b) the fair market value per share of Common Stock on the
Announcement Date or on the date such Interested Stockholder
became an Interested Stockholder, whichever is higher. In
the case of payments to holders of any class of voting stock
other than Common Stock, the consideration must be at least
equal to the higher of (x) the highest per share price
determined with respect to such class in the same manner as
described above with respect to Common Stock or (y) the
highest preferential amount per share, if any, to which the
holders of shares of such class of voting stock would be
entitled as of the Consummation Date in the event of any
voluntary or involuntary liquidation, dissolution or winding
up of NYNEX.
(iii) After the Interested Stockholder becomes an
Interested Stockholder and through the Consummation Date,
unless approved by a majority of the Continuing Directors,
there shall have been (subject to certain exceptions) (a) no
failure to declare or pay at the regular date therefor any
full dividends on the outstanding preferred stock of NYNEX,
if any; (b) no reduction in the annual rate of dividends
paid on the Common Stock; (c) an increase in such annual
rate of dividends as necessary to reflect any
reclassification, recapitalization or similar
<PAGE>
transaction which has the effect of reducing the number of
outstanding shares of Common Stock; and (d) no increase in
the number of Voting Shares beneficially owned by the Interested
Stockholder or any of its affiliates or associates.
(iv) After the Interested Stockholder becomes an
Interested Stockholder, neither such Interested Stockholder
nor any affiliate or associate thereof, whether in
connection with the proposed Business Combination or
otherwise, shall receive the benefit of any loans or other
financial assistance or tax advantages provided by NYNEX
(other than proportionately as a stockholder).
(v) A proxy or information statement complying
with the requirements of the proxy rules promulgated under
the Exchange Act and disclosing the terms and conditions of
the proposed Business Combination shall be mailed to all
stockholders at least 30 days prior to the Consummation
Date.
Moreover, if the transaction does not involve the
receipt of cash or other property by any stockholders other
than the Interested Stockholder, as in the case of a sale of
assets or an issuance of NYNEX securities to an Interested
Stockholder, the form of consideration, minimum price and
procedural requirements would not apply and approval by
holders of 75% of the voting power of the Voting Shares
would be required under the Fair Price Provisions unless the
transaction were to be approved by 75% of the Continuing
Directors.
The Fair Price Provisions require the affirmative vote
of 75% of the voting power of the Voting Shares in order to
amend, alter or repeal, or adopt any provision inconsistent
with, such provisions.
Anti-Takeover Statute. Section 203 of the Delaware
General Corporation Law generally prohibits a publicly held
Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period
of three years after the date of the transaction in which
the person became an interested stockholder, unless (i)
prior to the date such stockholder became an interested
stockholder, either the business combination or such
transaction is approved by the board of directors of the
corporation, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of
the outstanding voting stock, or (iii) on or after the date
such stockholder became an interested stockholder, the
business combination is approved by the board of directors
and by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the
interested stockholder. A "business combination" includes
mergers, certain asset sales and certain other transactions
resulting in a financial benefit to the "interested
stockholder". An "interested stockholder" is a person who,
together with affiliates and associates, owns (or within
three years, did own) 15% or more of the corporation's
voting stock. The Delaware General Corporation Law provides
that NYNEX may elect out of such Section 203 if, by action
of its stockholders, it adopts an amendment to its Restated
Certificate of Incorporation or By-Laws expressly electing
not to be governed by Section 203, provided that, in
addition to any other vote required by law, such amendment
is approved by the affirmative vote of a majority of the
shares entitled to vote. Such amendment would not be
effective until twelve months after adoption and would not
apply to any business combination between NYNEX and any
person who became an interested stockholder on or prior to
such adoption. To date, NYNEX has not made such an
election.
Other. The Restated Certificate of Incorporation
provides that NYNEX's directors, other than those who may be
elected by the holders of preferred stock under certain
specified circumstances, are divided into three classes.
The terms of office of each class expire at the third
succeeding annual meeting of stockholders after the election
of such class. Subject to the rights of the holders of
preferred stock, any director may be removed only for cause
and only by the affirmative vote of the holders of 75% of
the voting power of the outstanding shares of capital stock
entitled to vote generally in the election of directors.
The foregoing and certain other provisions in the Restated
Certificate of Incorporation relating to the Board of
Directors may be altered, amended or repealed only by the
affirmative vote of the holders of at least 75% of the
voting power of the outstanding shares of capital stock
entitled to vote generally in the election of directors.
<PAGE>
The Restated Certificate of Incorporation also provides
that any action to be taken at any meeting of stockholders
by written consent in lieu of a meeting must be signed by
the holders of all the shares of capital stock that would be
entitled to vote at such a meeting. Further, special
meetings of the stockholders of NYNEX may be called only by
the Board of Directors or at the request in writing of
stockholders owning at least two-thirds of the outstanding
shares entitled to vote.
The Board of Directors, without further action by the
stockholders, is also authorized to issue up to 75,000,000
shares of Preferred Stock in one or more series with such
designations, preferences and relative, participating,
optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be expressed
in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors and as are not
inconsistent with the Restated Certificate of Incorporation
or any amendment thereto, and as may be permitted by the
Delaware General Corporation Law. See "Description of
Preferred Stock."
Rights Plan
On October 19, 1989, the Board of Directors declared a
dividend distribution of one Right for each outstanding
share of Common Stock of NYNEX to stockholders of record at
the close of business on October 31, 1989 (the "Record
Date"). As a result of the two-for-one stock split,
effective September 15, 1993, the Rights have been adjusted
so that stockholders receive one Right for every two shares
of Common Stock. Except as described below, each Right,
when exercisable, entitles the registered holder thereof to
purchase from NYNEX one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $1.00 per
share (the "Junior Preferred Stock"), at a price of $230 per
one one-hundredth of a share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are
set forth in the Rights Agreement.
Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and
no separate certificate will be distributed with respect to
any Rights. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), or (ii) 10 business
days (or such later date as may be determined by action of a
majority of the Board of Directors) following the
commencement of (or a public announcement of an intention to
make) a tender or exchange offer if, upon consummation
thereof, such person or group would be the beneficial owner
of 15% or more of such outstanding shares of Common Stock
(the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of
the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate. The Rights
Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Stock
certificates. From as soon as practicable after the Record
Date and until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or
new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, expiration or
termination of the Rights), the surrender for transfer of
any certificate for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates
evidencing the Rights (each a "Right Certificate") will be
mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter,
such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until after the
Distribution Date and will expire at the earliest of
(i) October 31, 1999, (ii) upon redemption by NYNEX as
described below and (iii) upon exchange by NYNEX as
described below.
In the event that any person (other than NYNEX and its
affiliates) becomes the beneficial owner of 15% or more of
the then outstanding shares of Common Stock (a "Section
11(a)(ii) Event"), proper provision will be made so that
each holder of a Right will thereafter have the right to
receive, upon exercise at the then current
<PAGE>
exercise price of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of NYNEX)
having a value equal to two times the exercise price of the Right.
In the event that, at any time following the
Distribution Date, NYNEX is acquired in a merger or other
business combination transaction or 50% or more of NYNEX's
assets or earning power is sold (a "Section 13(a) Event"),
proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon exercise at
the then current exercise price of the Right, common stock
of the acquiring or surviving company having a value equal
to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence
of a Section 11(a)(ii) Event or a Section 13(a) Event
(collectively, "Triggering Events"), any Rights that are, or
(under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person
will immediately become null and void.
The Purchase Price payable, and the number of shares of
Junior Preferred Stock or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the Junior Preferred Stock, (ii)
upon the grant to holders of the Junior Preferred Stock of
certain rights or warrants to subscribe for Junior Preferred
Stock or convertible securities at less than the current
market price of the Junior Preferred Stock, or (iii) upon
the distribution to holders of the Junior Preferred Stock of
evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
At any time after the acquisition by a person or group
of affiliated or associated persons of beneficial ownership
of 15% or more of the then outstanding shares of Common
Stock and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Stock, the Board of
Directors may exchange the Rights (other than Rights owned
by such person or group which will have become void), in
whole or in part, at an exchange ratio of one share of
Common Stock per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require
an adjustment of at least 1% in the Purchase Price. No
fractional shares of Junior Preferred Stock (other than
fractions in multiples of one one-hundredths of a share)
will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Junior
Preferred Stock on the last trading date prior to the date
of exercise.
At any time after the date of the Rights Agreement
until the earliest of (i) the Stock Acquisition Date,
(ii) the date of any Section 13(a) Event and (iii) October
31, 1999, NYNEX may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of NYNEX,
including, without limitation, the right to vote or to
receive dividends.
The provisions of the Rights Agreement may be amended
by NYNEX, except that NYNEX may not amend the Rights
Agreement to (i) reduce the Redemption Price, (ii) provide
for an earlier Final Expiration Date (as defined in the
Rights Agreement), (iii) alter the procedure required to
redeem the Rights or (iv) if at the time of such amendment
the Rights are not redeemable, extend the time during which
the Rights may be redeemed. In addition, any amendment from
and after such time as there is an Acquiring Person may not
adversely affect the interests of holders of Rights.
On April 21, 1996, NYNEX and the Rights Agent entered
into a First Amendment to the Rights Agreement and on July
2, 1996, NYNEX and the Rights Agent entered into a Second
Amendment to the Rights Plan whereby (i) no Distribution
Date, Stock Acquisition Date or Triggering Event shall be
deemed to have
<PAGE>
occurred, neither Bell Atlantic nor any of
its subsidiaries (collectively, the "Acquisition Group")
shall be deemed to have become an Acquiring Person and (ii)
no holder of Rights shall be entitled to exercise such
Rights solely by reason of (x) the approval, execution and
delivery of a certain Amended and Restated Agreement and
Plan of Merger dated as of April 21, 1996, as amended and
restated as of July 2, 1996, between NYNEX and Bell Atlantic
(the "Merger Agreement") by the parties thereto, (y) the
approval of the Merger Agreement by the stockholders of the
parties thereto, or (z) the consummation of the transactions
contemplated by the Merger Agreement; provided that no
member of the Acquisition Group becomes the beneficial owner
of 10% or more of the Common Stock then outstanding in any
manner other than as set forth in the Merger Agreement.
The Rights Agreement is intended to protect
stockholders in the event of unsolicited offers or attempts
to acquire NYNEX, including offers that do not treat all
stockholders equally, acquisition in the open market of
shares constituting control without offering fair value to
all stockholders and other coercive or unfair takeover
tactics that would impair the Board of Directors' ability to
represent stockholders' interests fully.
Anti-Greenmail Provisions
The Restated Certificate of Incorporation contains
provisions designed to discourage the discriminatory impact
of "greenmail," which could involve the purchase by NYNEX of
a substantial block of NYNEX shares at a more favorable
price to the stock purchaser than would be available to
other stockholders (the "Anti-Greenmail Provisions").
The Anti-Greenmail Provisions require that any purchase
by NYNEX or any of its subsidiaries of any equity securities
of NYNEX from a holder of more than 5% of the outstanding
Voting Shares (or any affiliate or associate thereof) who
has beneficially owned such securities for less than two
years must be approved by the affirmative vote of holders of
at least a majority of the voting power of the Voting
Shares, excluding Voting Shares beneficially owned by the
more than 5% holder, voting as a single class. The Anti-
Greenmail Provisions do not require a majority vote with
respect to (i) a purchase of securities as part of a tender
or exchange offer by NYNEX made on the same terms to all
holders of such securities complying with the Exchange Act,
(ii) a purchase made pursuant to an open market purchase
program approved by a majority of the directors then in
office or (iii) a purchase approved by a majority of the
directors then in office and which is made at no more than
the market price on the date that the understanding with the
5% holder with respect to the purchase is reached.
Because the Anti-Greenmail Provisions are designed to
discourage accumulations of large blocks of NYNEX shares by
purchasers whose objective is to have such securities
repurchased by NYNEX at a premium, such provisions could
tend to reduce any temporary rise in the market price of the
Common Stock which might be caused by accumulation of a
large block. Thus, some stockholders could be deprived of
possible opportunities to sell their shares at a temporarily
higher market price.
Directors' Liability
NYNEX has included in the Restated Certificate of
Incorporation provisions to (i) eliminate the personal
liability of its directors for monetary damages resulting
from breaches of their fiduciary duty except for liability
for breach of the duty of loyalty, for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, for violations under Section 174
of the Delaware General Corporation Law or for any
transaction from which the director derived an improper
personal benefit, and (ii) indemnify each director and
officer for certain amounts incurred by him or her in
connection with an action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of
NYNEX, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her
conduct was unlawful, except that in the case of an action
by or in the right of NYNEX, no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to NYNEX
unless otherwise determined by the applicable court to the
fullest extent permitted by Section 145 of the Delaware
General Corporation Law.
<PAGE>
Preemptive Rights
The holders of Common Stock have no preemptive rights
to subscribe for or purchase shares of capital stock.
Transfer Agent and Registrar
The First National Bank of Boston is the transfer
agent, registrar and dividend disbursing agent for the
Common Stock.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred
Stock sets forth certain general terms and provisions of the
Preferred Stock to which any Prospectus Supplement may
relate. Certain terms of a series of the Preferred Stock
offered by any Prospectus Supplement will be described in
the Prospectus Supplement relating to such series of the
Preferred Stock. If so indicated in the Prospectus
Supplement, the terms of any such series may differ from the
terms set forth below. The following description of the
Preferred Stock summarizes certain provisions of the
Restated Certificate of Incorporation and the form of
Certificate of Designations filed as an exhibit to the
Registration Statement to which this Prospectus relates and
is subject to and qualified in its entirety by reference to
the Restated Certificate of Incorporation and such
Certificate of Designations which will be filed with the SEC
promptly after the offering of such series of Preferred
Stock. The following description, together with any
description of the terms of a series of Preferred Stock set
forth in any Prospectus Supplement, summarizes all of the
material terms of such series of Preferred Stock.
General
Under the Restated Certificate of Incorporation, the
Board of Directors is authorized to provide for the issuance
from time to time of up to 75,000,000 shares of Preferred
Stock, par value $1.00 per share, in one or more series with
such designations, preferences and relative, participating,
optional or other special rights, and such qualifications,
limitations or restrictions thereof, as shall be expressed
in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors and as are not
inconsistent with the Restated Certificate of Incorporation
or any amendment thereto, and as may be permitted by the
Delaware General Corporation Law.
As of the date of this Prospectus, NYNEX has no shares
of Preferred Stock outstanding. As of the date hereof,
5,000,000 shares of Preferred Stock, designated as Series A
Junior Participating Preferred Stock, were reserved for
issuance pursuant to the Rights Agreement described under
"Description of Common Stock--Rights Plan." NYNEX may amend
from time to time the Restated Certificate of Incorporation
to increase the number of authorized shares of Preferred
Stock. The holders of any series of Preferred Stock are not
entitled to vote on any such amendment except as provided in
the Prospectus Supplement relating to any such series. See
"--Voting Rights" below.
The Preferred Stock will have the dividend,
liquidation, redemption and voting rights set forth below
unless otherwise provided in the Prospectus Supplement
relating to a particular series of the Preferred Stock.
Reference is made to the Prospectus Supplement relating to
the particular series of the Preferred Stock offered thereby
for specific terms, including: (i) the designation of such
Preferred Stock, the number of shares offered and the
liquidation value thereof; (ii) the price at which such
Preferred Stock will be issued; (iii) the dividend rate (or
method of calculation), the dates on which dividends shall
be payable, whether such dividends shall be cumulative or
noncumulative and, if cumulative, the dates from which
dividends shall commence to accumulate; (iv) the liquidation
preference thereof; (v) any redemption or sinking fund
provisions; (vi) any conversion or exchange provisions of
such Preferred Stock; and (vii) any additional dividend,
liquidation, redemption, sinking fund and other rights,
preferences, limitations and restrictions of such Preferred
Stock.
<PAGE>
The Preferred Stock will, when issued, be fully paid
and nonassessable. Unless otherwise specified in the
Prospectus Supplement relating to a particular series of the
Preferred Stock, each series of the Preferred Stock will
rank on a parity as to dividends and distributions in the
event of a liquidation with each other series of the
Preferred Stock, if any, and senior to the Series A Junior
Participating Preferred Stock. Holders of Preferred Stock
will have no preemptive rights to subscribe for or purchase
shares of capital stock.
Each Prospectus Supplement relating to a series of
Preferred Stock will set forth as of the date of NYNEX's
most recent balance sheet the aggregate principal amount of
indebtedness and other Preferred Stock of NYNEX, if any,
which ranks senior to, or equally with, such series of
Preferred Stock.
Dividend Rights
Holders of the Preferred Stock of each series will be
entitled to receive, when, as and if declared by the Board
of Directors, out of assets of NYNEX legally available
therefor, cash dividends at such rates and on such dates as
are set forth in the Prospectus Supplement relating to such
series of the Preferred Stock. Such rate may be fixed or
variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of NYNEX
on such record dates as will be fixed by the Board of
Directors or a duly authorized committee thereof. Dividends
on any series of the Preferred Stock may be cumulative or
noncumulative, as provided in the Prospectus Supplement
relating thereto. If the Board of Directors fails to
declare a dividend payable on a dividend payment date on any
series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in
respect of the dividend period ending on such dividend
payment date will be lost, and NYNEX shall have no
obligation to pay the dividend accrued for that period,
whether or not dividends are declared for any future period.
No full dividends will be declared or paid or set apart
for payment on preferred stock of any series ranking, as to
dividends, on a parity with or junior to any series of
Preferred Stock for any period unless full dividends have
been or contemporaneously are declared and paid, or declared
and a sum sufficient for the payment thereof set apart for
such payment on such series of Preferred Stock for the then-
current dividend period and, if such Preferred Stock is
cumulative, all other dividend periods terminating on or
before the date of payment of such full dividends. When
dividends are not paid in full upon any series of the
Preferred Stock and any other preferred stock ranking on a
parity as to dividends with such series of the Preferred
Stock, all dividends declared upon such series of the
Preferred Stock and any other preferred stock ranking on a
parity as to dividends will be declared pro rata so that the
amount of dividends declared per share on such series of the
Preferred Stock and such other preferred stock will in all
cases bear to each other the same ratio that accrued
dividends, including, in the case of cumulative Preferred
Stock, accumulations, if any, in respect of prior dividend
periods, per share on such series of the Preferred Stock and
such other preferred stock bear to each other. Except as
provided in the preceding sentence, unless full dividends,
including, in the case of cumulative Preferred Stock,
accumulations, if any, in respect of prior dividend periods,
on all outstanding shares of any series of the Preferred
Stock have been paid or declared and set aside for payment,
no dividends (other than a dividend or distribution paid in
shares of, or warrants, rights or options exercisable for or
convertible into, Common Stock or another stock ranking
junior to such series of the Preferred Stock as to dividends
and upon liquidation) will be declared or paid or set aside
for payment or other distributions made upon the Common
Stock or any other stock of NYNEX ranking junior to or on a
parity with the Preferred Stock as to dividends or upon
liquidation, nor will any Common Stock or any other stock of
NYNEX ranking junior to or on a parity with such series of
the Preferred Stock as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any shares of any
such stock) by NYNEX (except by conversion into or exchange
for stock of NYNEX ranking junior to such series of the
Preferred Stock as to dividends and upon liquidation). No
interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which
may be in arrears.
Except as set forth in the Prospectus Supplement
relating to a series of Preferred Stock, the amount of
dividends payable for each dividend period will be computed
by annualizing the applicable dividend rate and
<PAGE>
dividing by the number of dividend periods in a year, except
that the amount of dividends payable for the initial dividend
period or any period longer or shorter than a full dividend
period shall be computed on the basis of 30-day months and a
360-day year.
Each series of Preferred Stock will be entitled to
dividends as described in the Prospectus Supplement relating
to such series, which may be based upon one or more methods
of determination. Different series of the Preferred Stock
may be entitled to dividends at different dividend rates or
based upon different methods of determination.
Rights Upon Liquidation
In the event of any voluntary or involuntary
liquidation, dissolution or winding up of NYNEX, the holders
of each series of Preferred Stock will be entitled to
receive out of assets of NYNEX available for distribution to
stockholders, before any distribution of assets is made to
holders of Common Stock or any other class of stock ranking
junior to such series of the Preferred Stock upon
liquidation, liquidating distributions in the amount set
forth in the Prospectus Supplement relating to such series
of the Preferred Stock plus an amount equal to accrued and
unpaid dividends for the then-current dividend period and,
if such series of the Preferred Stock is cumulative, for all
dividend periods prior thereto. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of NYNEX,
the amounts payable with respect to the Preferred Stock of
any series and any other shares of stock of NYNEX ranking as
to any such distribution on a parity with such series of the
Preferred Stock are not paid in full, the holders of the
Preferred Stock of such series and of such other shares will
share ratably in any such distribution of assets of NYNEX in
proportion to the full respective preferential amounts to
which they are entitled. After payment of the full amount
of the liquidating distribution to which they are entitled,
the holders of such series of Preferred Stock will have no
right or claim to any of the remaining assets of NYNEX.
Neither the sale of all or substantially all the property or
business of NYNEX nor the merger or consolidation of NYNEX
into or with any other corporation shall be deemed to be a
dissolution, liquidation or winding up, voluntary or
involuntary, of NYNEX.
Redemption
A series of the Preferred Stock may be redeemable, in
whole or in part, at the option of NYNEX, and may be subject
to mandatory redemption pursuant to a sinking fund, in each
case upon terms, at the times and at the redemption prices
set forth in the Prospectus Supplement relating to such
series.
The Prospectus Supplement relating to a series of
Preferred Stock which is subject to mandatory redemption
will specify the number of shares of such series of
Preferred Stock which will be redeemed by NYNEX in each year
commencing after a date to be specified, at a redemption
price per share to be specified, together with an amount
equal to any accrued and unpaid dividends thereon to the
date of redemption. The redemption price may be payable in
cash, capital stock or in cash received from the net
proceeds of the issuance of capital stock of NYNEX, as
specified in the Prospectus Supplement relating to such
series of Preferred Stock.
If fewer than all the outstanding shares of any series
of the Preferred Stock are to be redeemed, whether by
mandatory or optional redemption, the selection of the
shares to be redeemed will be determined by lot or pro rata
as may be determined by the Board of Directors or a duly
authorized committee thereof, or by any other method which
may be determined by the Board of Directors or such
committee to be equitable. From and after the date of
redemption (unless default shall be made by NYNEX in
providing for the payment of the redemption price),
dividends shall cease to accrue on the shares of Preferred
Stock called for redemption and all rights of the holders
thereof (except the right to receive the redemption price)
shall cease.
In the event that full dividends, including
accumulations in the case of cumulative Preferred Stock, on
any series of the Preferred Stock have not been paid, such
series of the Preferred Stock may not be redeemed in part
<PAGE>
and NYNEX may not purchase or acquire any shares of such
series of the Preferred Stock otherwise than pursuant to a
purchase or exchange offer made on the same terms to all
holders of such series of the Preferred Stock.
Conversion or Exchange Rights
The Prospectus Supplement for any series of the
Preferred Stock will state the terms, if any, on which
shares of such series are convertible into, or exchangeable
for, securities of NYNEX or another person.
Voting Rights
Unless otherwise determined by the Board of Directors
and indicated in the Prospectus Supplement relating to a
particular series of Preferred Stock, the holders of the
Preferred Stock will not be entitled to vote, except as set
forth below or except as expressly required by applicable
law. In the event NYNEX issues shares of any series of
Preferred Stock with voting rights, including any voting
rights in the case of dividend arrearages, unless otherwise
specified in the Prospectus Supplement relating to a
particular series of Preferred Stock, each such share will
be entitled to one vote on matters on which holders of such
series of the Preferred Stock are entitled to vote. In the
case of any series of Preferred Stock having one vote per
share on matters on which holders of such series are
entitled to vote, the voting power of such series, on
matters on which holders of such series and holders of other
series of preferred stock are entitled to vote as a single
class, will depend on the number of shares in such series,
not on the aggregate liquidation preference or initial
offering price of the shares of such series of Preferred
Stock.
Except as set forth in the Prospectus Supplement
relating to a series of Preferred Stock, if at any time
dividends on any series of Preferred Stock shall be in
arrears in an amount equal to six quarterly dividends
thereon (which, with respect to any series of Preferred
Stock whose dividend periods are other than quarterly, shall
be deemed to be a number of dividend periods containing not
less than 540 days), all holders of Preferred Stock on which
dividends are in arrears and as to which similar voting
rights have been conferred, voting as a class, irrespective
of series, shall have the right to elect two directors.
Directors so elected by such holders of Preferred Stock
shall continue in office until their successors shall have
been elected or until such time as all accrued and unpaid
dividends for all previous dividend periods and for any
current dividend period on all shares of such Preferred
Stock then outstanding shall have been declared and paid or
set apart for payment.
The affirmative vote or consent of the holders of at
least a majority of the outstanding shares of any series of
Preferred Stock, voting as a separate class, will be
required for any amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of the Restated
Certificate of Incorporation (or any certificate amendatory
thereof or supplemental thereto relating to any series of
the Preferred Stock) which will adversely affect the powers,
preferences or other special rights of such series of the
Preferred Stock; provided, however, that any increase in the
number of the authorized shares of Preferred Stock, or the
creation and issuance of any other class or series of
preferred stock, or any increase in the number of authorized
shares of any preferred stock of any class or series, in
each case ranking on a parity with or junior to the
Preferred Stock with respect to the payment of dividends and
the distribution of assets upon liquidation, dissolution or
winding up of the affairs of NYNEX will not be deemed to
adversely affect such powers, preferences or other special
rights. The affirmative vote or consent of the holders of
shares representing at least a majority of the voting power
of the outstanding shares of any series of Preferred Stock
and any other series of preferred stock of NYNEX ranking on
a parity with such series of the Preferred Stock as to
dividends or upon liquidation, voting as a single class
without regard to series, will be required to authorize,
effect or validate (i) the creation, authorization or
issuance of, (ii) the reclassification of any authorized
stock of NYNEX into, or (iii) the creation, authorization or
issuance of, any obligation or security convertible into or
evidencing the right to purchase, any additional class or
series of stock ranking prior to such series of the
Preferred Stock as to dividends or upon liquidation.
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities of NYNEX are to be issued under an
Indenture dated as of March 1, 1990, as supplemented by a
First Supplemental Indenture dated as of December 1, 1994,
and as the same may be further amended or supplemented (the
"Indenture"), from NYNEX to Marine Midland Bank, as Trustee
(the "Trustee"). Copies of the Indenture and any amendments
or supplements are filed or incorporated by reference as
exhibits to the Registration Statement. The following
description summarizes certain provisions of the Debt
Securities and the Indenture and is subject to the detailed
provisions of the Debt Securities and the Indenture. The
following description, together with any description of the
terms of a series of Debt Securities set forth in any
Prospectus Supplement, summarizes all of the material terms
of such series of Debt Securities. Whenever any particular
section of the Indenture or any term defined therein is
referred to, such section or definition is incorporated
herein by reference, and the statement in connection with
which such reference is made is qualified in its entirety by
such reference.
General
The Indenture does not limit the amount of Debt
Securities which can be issued thereunder and provides that
additional Debt Securities may be issued thereunder up to
the aggregate principal amount which may be authorized from
time to time by the Board of Directors. Reference is made
to the Prospectus Supplement for the following terms of the
particular series of Debt Securities being offered thereby:
(i) the title and aggregate principal amount of the series;
(ii) whether such Debt Securities are issuable as Registered
Securities, Bearer Securities or both; (iii) the maturity
dates or the manner of determination thereof; (iv) the
interest rate or rates or the manner of determination
thereof and the dates on and manner in which, including
record dates, interest shall be paid; (v) the places for
payments on, registration of transfer of, or surrender for
exchange of, such Debt Securities; (vi) the periods within
which, prices at which, the currency or currency unit in
which, and the other terms and conditions upon which, such
Debt Securities may be redeemed at the option of NYNEX;
(vii) the obligation, if any, of NYNEX to redeem or purchase
such Debt Securities pursuant to any sinking fund or
analogous provision, or at the option of the holder thereof,
and any related periods, prices, currency or currency unit
and other terms and conditions for any such redemption or
purchase; (viii) the minimum denominations if other than
$1,000, in the case of Registered Securities, and $5,000, in
the case of Bearer Securities; (ix) the amount payable upon
acceleration, if other than the principal amount of such
Debt Securities; (x) any Events of Default and covenants,
whether or not consistent with the Events of Default or
covenants set forth in the Indenture; (xi) any Trustee other
than Marine Midland Bank; (xii) if other than U.S. dollars,
the currency or currency unit (including any composite
currency) for payments on such Debt Securities or in which
such Debt Securities shall be denominated; (xiii) whether
NYNEX or the holder of such Debt Security may elect to
change the currency or currency unit of payment, the periods
within which such election may be made, and the terms and
conditions of and the manner for determining the exchange
rate relating to any such election; (xiv) the designation of
any agent of NYNEX for purposes of making determinations or
calculations with respect to such Debt Securities or
otherwise; (xv) the manner, if applicable, for determining
payments on such Debt Securities if payments on such Debt
Securities are to be determined by reference to the
relationship between two or more currencies or composite
currencies, to the price of one or more specified securities
or commodities or to one or more securities or commodities
exchange indices or other indices or by other similar
methods or formulas ("Indexed Securities"); (xvi) any
provisions for satisfaction and discharge of the Indenture
with respect to such Debt Securities if other than as
provided in the Indenture; (xvii) the date of any Bearer
Securities or any Global Security if other than the date of
original issuance of the first of such Debt Securities, if
any; (xviii) the application, if any, to such Debt
Securities of the provisions described below under "Payment
of Additional Amounts" and "Defeasance Defeasance of
Certain Covenants and Certain Events of Default," and, if
applicable, any additional covenants provided for such Debt
Securities with which NYNEX may omit compliance pursuant to
the provisions described below in the second paragraph under
"Meetings, Modification and Waiver" or upon exercise of the
option described below under "Defeasance Defeasance of
Certain Covenants and Certain Events of Default," (xix)
whether any Global Securities shall be issued, whether in
whole or part or in permanent or temporary form, and any
related Depositary, Global Exchange Agent and Exchange Date;
(xx) the circumstances for any exchange of temporary Global
Securities for definitive
<PAGE>
securities, whether such securities will be Registered Securities
or Bearer Securities and the terms and conditions relating to the
payment of interest to any clearing organization; (xxi)
applicable subordination provisions, if any; (xxii) if NYNEX
has the option of making any scheduled payment on such Debt
Securities in either of two currencies ("Dual Currency
Securities"), the two currencies in either of which such
payments may be made, and any other special terms with
respect to such Dual Currency Securities; (xxiii) if
interest and principal on such Debt Securities are payable
according to an amortization schedule ("Amortizing
Securities"), such amortization schedule, and any other
special terms with respect to such Amortizing Securities;
(xxiv) whether such Debt Securities shall be convertible
into, or exchangeable for, securities of NYNEX or another
person; and (xxv) any other terms of such Debt Securities
not inconsistent with the Indenture. (Section 301)
The Debt Securities will be unsecured and, unless
otherwise specified in the applicable Prospectus Supplement,
will rank equally with NYNEX's other unsecured senior
indebtedness. Such Prospectus Supplement will also set
forth as of the date of NYNEX's most recent balance sheet
the aggregate principal amount of other indebtedness of
NYNEX, if any, which ranks senior to, or equally with, such
series of Debt Securities.
If the purchase price of any of the Debt Securities is
denominated in one or more foreign currencies or currency
units, including any composite currency (each a "Foreign
Currency"), or if the principal of (and premium, if any) or
interest, if any, on any series of Debt Securities is
payable in one or more Foreign Currencies, the restrictions,
elections, tax consequences, specific terms and other
information with respect to such issue of Debt Securities
and such Foreign Currencies will be set forth in the
applicable Prospectus Supplement relating thereto.
Some of the Debt Securities may be issued as Discounted
Securities (bearing no interest or interest at a rate which
at the time of issuance is below market rates) to be sold at
a substantial discount below their stated principal amount.
Federal income tax consequences and other special
considerations applicable to any Discounted Securities will
be described in the Prospectus Supplement relating thereto.
Denominations, Registration and Transfer
The Debt Securities of a series will be issuable as
Registered Securities, Bearer Securities or both. Debt
Securities of a series may be issuable in the form of one or
more Global Securities, as described below under "Global
Securities." Unless otherwise provided in an applicable
Prospectus Supplement with respect to a series of Debt
Securities, Registered Securities denominated in U.S.
dollars will be issued only in denominations of $1,000 or
any integral multiple thereof and Bearer Securities
denominated in U.S. dollars will be issued only in
denominations of $5,000 with coupons attached. A Global
Security will be issued in a denomination equal to the
aggregate principal amount of Outstanding Debt Securities of
the series represented by such Global Security. The
Prospectus Supplement relating to a series of Debt
Securities denominated in a Foreign Currency will specify
the denominations thereof. (Sections 201, 301, 302 and 305)
In connection with its sale during the "restricted
period" as defined in Section 1.163-5(c)(2)(i)(D)(7) of the
United States Treasury regulations (generally, the first 40
days after the closing date and, with respect to unsold
allotments, until sold), no Bearer Security shall be mailed
or otherwise delivered to any location in the United States
(as defined below under "Limitations on Issuance of Bearer
Securities"), and any such Bearer Security (other than a
temporary Global Security in bearer form) may be delivered
only if the person entitled to receive such Bearer Security
furnishes written certification, in the form required by the
Indenture, to the effect that such Bearer Security is not
being acquired by or on behalf of a United States person (as
defined below under "Limitations on Issuance of Bearer
Securities"), or, if a beneficial interest in such Bearer
Security is being acquired by or on behalf of a United
States person, that such United States person is a person
described in Section 1.163-5(c)(2)(i)(D)(6) of the United
States Treasury regulations or is a financial institution
who has purchased such Bearer Security for resale during the
restricted period and who certifies that it has not acquired
such Bearer Security for purposes of resale directly or
indirectly to a United States person or to a person within
the United States or its possessions. See "Global
Securities" and "Limitations on Issuance of Bearer
Securities."
<PAGE>
Generally, Registered Securities of any series will be
exchangeable for other Registered Securities of the same
series and of a like aggregate principal amount and tenor of
different authorized denominations. In addition, if Debt
Securities of any series are issuable as both Registered
Securities and as Bearer Securities, at the option of the
holder upon request confirmed in writing, and subject to the
terms of the Indenture, Bearer Securities (with all
unmatured coupons, except as provided below, and all matured
coupons in default) of such series will be exchangeable for
Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and
tenor. Unless otherwise indicated in an applicable
Prospectus Supplement, any Bearer Security surrendered in
exchange for a Registered Security between a Regular Record
Date or a Special Record Date and the relevant date for
payment of interest will be surrendered without the coupon
relating to such date for payment of interest and interest
will not be payable on such date for payment of interest in
respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the holder
of such coupon when due in accordance with the terms of the
Indenture. (Section 305) Except as provided in an
applicable Prospectus Supplement, Bearer Securities will not
be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as
provided above, and Registered Securities (other than a
Global Security) may be presented for registration of
transfer (with the form of transfer duly executed), at the
office of the Security Registrar or at the office of any
transfer agent designated by NYNEX for such purpose with
respect to any series of Debt Securities and referred to in
the applicable Prospectus Supplement, without service charge
and upon payment of any taxes and other governmental charges
as described in the Indenture. Such transfer or exchange
will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the
request. NYNEX has initially appointed the Trustee as
Security Registrar under the Indenture. (Section 305) If a
Prospectus Supplement refers to any transfer agent (in
addition to the Security Registrar) initially designated by
NYNEX with respect to any series of Debt Securities, NYNEX
may at any time rescind the designation of any such transfer
agent or approve a change in the location through which any
such transfer agent acts, except that, if Debt Securities of
a series are issuable only as Registered Securities, NYNEX
will be required to maintain a transfer agent in each Place
of Payment for such series and, if Debt Securities of a
series are issuable as Bearer Securities, NYNEX will be
required to maintain (in addition to the Security Registrar)
a transfer agent in a Place of Payment for such series
located outside the United States. NYNEX may at any time
designate additional transfer agents with respect to any
series of Debt Securities. (Section 1002)
In the event of any redemption in part, NYNEX shall not
be required to (i) issue, register the transfer of or
exchange Debt Securities of any series during a period
beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Debt Securities
of that series selected to be redeemed and ending at the
close of business on (A) if Debt Securities of the series
are issuable only as Registered Securities, the day of
mailing of the relevant notice of redemption and (B) if Debt
Securities of the series are issuable as Bearer Securities,
the day of the first publication of the relevant notice of
redemption or, if Debt Securities of that series are also
issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of
redemption; (ii) register the transfer of or exchange any
Registered Security, or portion thereof, called for
redemption; or (iii) exchange any Bearer Security called for
redemption, except to exchange such Bearer Security for a
Registered Security of that series and like tenor which is
immediately surrendered for redemption, except as provided
with respect to redemptions discussed under "Tax Redemption;
Special Tax Redemption." (Section 305)
Payment and Paying Agents
Unless otherwise indicated in an applicable Prospectus
Supplement, payment of principal of (and premium, if any)
and interest, if any, on Registered Securities (other than a
Global Security) will be made at the office of such Paying
Agent or Paying Agents as NYNEX may designate from time to
time, except that at the option of NYNEX, payment of any
interest may be made (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in
the Security Register or (ii) by transfer to an account
maintained by the payee with a bank located inside the
United States. (Sections 305, 307 and 1002) Unless
otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on Registered
Securities will be made to
<PAGE>
the Person in whose name such Registered Security is registered
at the close of business on the Regular Record Date for such
interest payment; provided, however, that interest, if any, payable
at maturity or upon earlier redemption or repayment shall be
payable to the Person to whom principal shall be payable.
(Section 307)
Unless otherwise indicated in an applicable Prospectus
Supplement, payment of principal of (and premium, if any)
and interest, if any, on Bearer Securities will be payable,
subject to any applicable laws and regulations, at the
offices of such Paying Agents outside the United States as
NYNEX may designate from time to time, except that at the
option of NYNEX, payment of any interest may be made by
transfer to an account maintained by the payee outside the
United States. (Sections 307 and 1002) Unless otherwise
indicated in an applicable Prospectus Supplement, payment of
interest on Bearer Securities on any Interest Payment Date
will be made only against surrender of the coupon relating
to such Interest Payment Date. (Section 1001) No payment
of interest on a Bearer Security will be made unless on the
earlier of the date of the first such payment by NYNEX or
the date of delivery by NYNEX of a definitive Bearer
Security, including a permanent Global Security, a written
certification, in the form required by the Indenture, is
provided to NYNEX stating that on such date the Bearer
Security is not owned by or on behalf of a United States
person (as defined below under "Limitations on Issuance of
Bearer Securities"), or, if a beneficial interest in such
Bearer Security is being acquired by or on behalf of a
United States person, that such United States person is a
person described in Section 1.163-5(c)(2)(i)(D)(6) of the
United States Treasury regulations or is a financial
institution who has purchased such Bearer Security for
resale during the restricted period and who certifies that
it has not acquired such Bearer Security for purposes of
resale directly or indirectly to a United States person or
to a person within the United States or its possessions. No
payment with respect to any Bearer Security will be made at
any office or agency of NYNEX in the United States or by
check mailed to any address in the United States or by
transfer to an account maintained in the United States.
Payments will not be made in respect of Bearer Securities or
coupons appertaining thereto pursuant to presentation to
NYNEX or its designated Paying Agents within the United
States or any other demand for payment to NYNEX or its
designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and
premium, if any) and interest, if any, on Bearer Securities
denominated and payable in U.S. dollars will be made at the
office of NYNEX's Paying Agent in the United States if, and
only if, payment of the full amount thereof in U.S. dollars
at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or
other similar restrictions. (Section 1002)
Unless otherwise indicated in an applicable Prospectus
Supplement, the principal office of the Trustee in the City
of New York will be designated as NYNEX's sole Paying Agent
for payments with respect to Debt Securities which are
issuable solely as Registered Securities. Any Paying Agents
outside the United States and any other Paying Agents in the
United States initially designated by NYNEX for the Debt
Securities will be named in the related Prospectus
Supplement. NYNEX may at any time designate additional
Paying Agents or rescind the designation of any Paying
Agents or approve a change in the office through which any
Paying Agent acts, except that, if Debt Securities of a
series are issuable only as Registered Securities, NYNEX
will be required to maintain a Paying Agent in each Place of
Payment for such series, and if the Debt Securities of a
series may be issuable as Bearer Securities, NYNEX will be
required to maintain (i) a Paying Agent in a Place of
Payment for that series in the United States for payments
with respect to any Registered Securities of that series
(and for payments with respect to Bearer Securities of that
series in the circumstances described above, but not
otherwise), (ii) a Paying Agent in a Place of Payment
located outside the United States where Debt Securities of
such series and any coupons appertaining thereto may be
presented and surrendered for payment; provided that if the
Debt Securities of such series are listed on the Luxembourg
Stock Exchange or any other stock exchange located outside
the United States and such stock exchange shall so require,
NYNEX will maintain a Paying Agent in Luxembourg or any
other required city located outside the United States, as
the case may be, for the Debt Securities of such series, and
(iii) a Paying Agent in a Place of Payment located outside
the United States where (subject to applicable laws)
Registered Securities of such series may be surrendered for
registration of transfer or exchange and where notices and
demands to or upon NYNEX may be served. (Section 1002)
All moneys paid by NYNEX to a Paying Agent for the
payment of principal of (and premium, if any) and interest,
if any, on any Debt Security which remain unclaimed at the
end of three years after such principal,
<PAGE>
premium or interest shall have become due and payable will be
repaid to NYNEX, and the holder of such Debt Security or
any coupon will thereafter look only to NYNEX for payment thereof.
(Section 1003)
Global Securities
The Debt Securities of a series may be issued in whole
or in part in the form of one or more Global Securities that
will be deposited with, or on behalf of, a Depositary
identified in the Prospectus Supplement relating to such
series. Global Securities may be issued in either
registered or bearer form and in either temporary or
permanent form. Unless and until it is exchanged for
Registered Securities in definitive form, a temporary Global
Security representing all or a part of the Registered
Securities of a series may not be transferred except as a
whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
(Section 305)
The specific terms of the depositary arrangement with
respect to a series of Debt Securities will be described in
the Prospectus Supplement relating to such series. NYNEX
anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Global Security, the Depositary
for such Global Security or its nominee will credit the
accounts of persons held with it with the respective
principal amounts of the Debt Securities represented by such
Global Security. Such accounts shall be designated by the
underwriters or agents with respect to such Debt Securities
or by NYNEX if such Debt Securities are offered and sold
directly by NYNEX. Ownership of beneficial interests in a
Global Security will be limited to persons that have
accounts with the Depositary for such Global Security or its
nominee ("participants") or persons that may hold interests
through participants. Ownership of beneficial interests in
such Global Security will be shown on, and the transfer of
that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to
interests of participants) and on the records of
participants (with respect to interests of persons other
than participants). The laws of some states require that
certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests
in a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the registered owner of such Global Security,
such Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under
the Indenture governing such Debt Securities. Except as
provided below, owners of beneficial interests in a Global
Security will not be entitled to have Debt Securities of the
series represented by such Global Security registered in
their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in
definitive form and will not be considered the owners or
holders thereof under the Indenture governing such Debt
Securities.
Principal, premium, if any, and interest payments on
Debt Securities registered in the name of a Depositary or
its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered owner of the Global
Security representing such Debt Securities. Neither NYNEX,
the Trustee for such Debt Securities, any Paying Agent nor
the Security Registrar for such Debt Securities will have
any responsibility or liability for any aspect of the
records relating to or payments made on account of
beneficial ownership interests in the Global Security, for
such Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.
NYNEX expects that the Depositary for a series of Debt
Securities or its nominee, upon receipt of any payment of
principal, premium or interest, will credit immediately
participants' accounts with payments in amounts
proportionate to their respective beneficial interests in
the principal amount of the Global Security for such Debt
Securities as shown on the records of such Depositary or its
nominee. NYNEX also expects that payments by participants
to owners of beneficial interests in such Global Security
held through such participants will be governed by standing
instructions and customary practices, as is now the case
with securities held for the
<PAGE>
accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participants.
Receipt by owners of beneficial interests in a temporary Global
Security of payments in respect of such temporary Global Security
will be subject, in the case of a temporary Global Security in
which interests are exchangeable for Bearer Securities, to
the furnishing of the certificate described above under
"Payment and Paying Agents."
If a Depositary for a series of Debt Securities is at
any time unwilling or unable to continue as depositary, or
is no longer eligible to act as depositary under the
Indenture, and a successor depositary is not appointed by
NYNEX within 90 days, NYNEX will issue Debt Securities of
such series in definitive form in exchange for the entire
Global Security representing such series of Debt Securities.
In addition, NYNEX may at any time and in its sole
discretion determine not to have the Registered Securities
of a series represented by a Global Security and, in such
event, will issue Registered Securities of such series in
definitive form in exchange for the Global Security
representing such series of Registered Securities. Further,
if NYNEX so specifies with respect to the Debt Securities of
a series, an owner of a beneficial interest in a Global
Security representing Debt Securities of such series may, on
terms acceptable to NYNEX and the Depositary for such Global
Security, receive Debt Securities of such series in
definitive form. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to
physical delivery in definitive form of Debt Securities of
the series represented by such Global Security equal in
principal amount to such beneficial interest and to have
such Debt Securities registered in its name (if the Debt
Securities of such series are issuable as Registered
Securities). Debt Securities of such series so issued in
definitive form will be issued (a) as Registered Securities
in denominations, unless otherwise specified by NYNEX, of
$1,000 or any integral multiple of $1,000 if the Debt
Securities of such series are issuable as Registered
Securities, (b) as Bearer Securities in the denomination,
unless otherwise specified by NYNEX, of $5,000 if the Debt
Securities of such series are issuable as Bearer Securities
or (c) as either Registered or Bearer Securities, if the
Debt Securities of such series are issuable in either form.
(Section 305) Notwithstanding the foregoing, no Bearer
Security in definitive form (including an interest in a
permanent Global Security in bearer form) will be delivered
unless the beneficial owner thereof has provided the
certificate described above under "Payment and Paying
Agents."
Limitations on Issuance of Bearer Securities
In compliance with United States federal tax laws and
regulations, Bearer Securities may not be offered, or sold
during the restricted period (as defined under
"Denominations, Registration and Transfer") or delivered in
connection with their sale during the restricted period in
the United States or its possessions or to United States
persons (each as defined below) except to the extent
permitted under Section 1.163-5(c)(2)(i)(D) of the United
States Treasury regulations (the "D Rules"), and any
underwriters, agents and dealers participating in the
offering of Debt Securities must agree that they will not
offer for sale or resale, or sell Bearer Securities in the
United States or its possessions or to United States
persons, except to the extent permitted under the D Rules,
nor deliver Bearer Securities within the United States.
Bearer Securities and any coupons appertaining thereto
will bear a legend substantially to the following effect:
"Any United States person who holds this obligation will be
subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code." Under Sections
165(j) and 1287(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), holders that are United States persons
(as defined below), with certain exceptions, will not be
entitled to deduct any loss on Bearer Securities and must
treat as ordinary income any gain realized on the sale or
other disposition (including the receipt of principal) of
Bearer Securities.
As used herein, "United States person" means a citizen
or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of
the United States and an estate or trust the income of which
is subject to United States federal income taxation
regardless of its source, and "United States" means the
United States of America (including the States and the
District of Columbia), and its "possessions" which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and Northern Mariana Islands.
<PAGE>
The term "United States Alien" means any corporation, partnership,
individual or fiduciary that is, for United States federal income
tax purposes, a foreign corporation, a nonresident alien
individual, a nonresident fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members
of which is, for United States federal income tax purposes,
a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust.
Lien On Assets
If at any time, NYNEX mortgages, pledges, or otherwise
subjects to any lien the whole or any part of any property
or assets now owned or hereafter acquired by it, except as
hereinafter provided, NYNEX will secure the outstanding Debt
Securities, and any other benefit of a covenant similar in
effect to this covenant, equally and ratably with the
indebtedness or obligations secured by such mortgage,
pledge, or lien, for as long as any such indebtedness or
obligation is so secured. The foregoing covenant does not
apply to the creation, extension, renewal or refunding of
purchase-money mortgages or liens, or other liens to which
any property or asset acquired by NYNEX is subject as of the
date of its acquisition by NYNEX or to the making of any
deposit or pledge to secure public or statutory obligations
or with any governmental agency at any time required by law
in order to qualify NYNEX to conduct its business or any
part thereof or in order to entitle it to maintain self-
insurance or to obtain the benefits of any law relating to
workers' compensation, unemployment insurance, old age
pensions or other social security, or with any court, board,
commission, or governmental agency as security incident to
the proper conduct of any proceeding before it. Nothing
contained in the Indenture prevents any Person other than
NYNEX from mortgaging, pledging, or subjecting to any lien
any of its property or assets, whether or not acquired by
such Person from NYNEX. (Section 1009)
Tax Redemption; Special Tax Redemption
If and to the extent specified in an applicable
Prospectus Supplement, the Debt Securities of a series will
be subject to redemption at any time, as a whole but not in
part, at a redemption price equal to the principal amount
thereof together with accrued and unpaid interest to the
date fixed for redemption, upon publication of a notice as
described below, if (x) NYNEX determines that (a) as a
result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United
States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in
official position regarding application or interpretation of
such laws, regulations or rulings (including a holding by a
court of competent jurisdiction), which change or amendment
is announced or becomes effective on or after a date
specified in the applicable Prospectus Supplement, NYNEX has
or will become obligated to pay, on the next succeeding
Interest Payment Date, additional amounts with respect to
any Debt Security of such series as described below under
"Payment of Additional Amounts" or (b) on or after a date
specified in the applicable Prospectus Supplement, any
action has been taken by any taxing authority of, or any
decision has been rendered by a court of competent
jurisdiction in, the United States or any political
subdivision or taxing authority thereof or therein,
including any of those actions specified in (a) above,
whether or not such action was taken or decision was
rendered with respect to NYNEX, or any change, amendment,
application or interpretation shall be officially proposed,
which, in any such case, in the opinion of legal counsel to
NYNEX, will result in a material probability that NYNEX will
become obligated to pay additional amounts with respect to
any Debt Security of such series on the next succeeding
Interest Payment Date, and (y) in any such case NYNEX in its
business judgment determines that such obligation cannot be
avoided by the use of reasonable measures available to
NYNEX. (Section 1108)
If NYNEX shall determine that any payment made outside
the United States by NYNEX or any Paying Agent of principal
or interest due in respect of any Bearer Security (an
"Affected Security") or any coupon appertaining thereto
would, under any present or future laws or regulations of
the United States, be subject to any certification,
information or other reporting requirement of any kind, the
effect of which requirement is the disclosure to NYNEX, any
Paying Agent or any governmental authority of the
nationality, residence or identity (as distinguished from,
for example, status as a United States Alien) of a
beneficial owner of such Affected Security of such series or
coupon who is a United States Alien (other than such a
requirement which (a) would not be
<PAGE>
applicable to a payment
made (i) directly to the beneficial owner or (ii) to a
custodian, nominee or other agent of the beneficial owner,
(b) can be satisfied by such custodian, nominee or other
agent certifying to the effect that such beneficial owner is
a United States Alien, provided that in each case referred
to in items (a)(ii) and (b), payment by such custodian,
nominee or other agent to such beneficial owner is not
otherwise subject to any such requirement (other than a
requirement which is imposed on a custodian, nominee or
other agent described in (d) of this sentence), (c) would
not be applicable to a payment made by at least one other
Paying Agent of NYNEX or (d) is applicable to a payment to a
custodian, nominee or other agent of the beneficial owner
who is a United States person, a controlled foreign
corporation for United States tax purposes, a foreign person
50% or more of whose gross income for the three-year period
ending with the close of its taxable year preceding the year
of payment is effectively connected with a United States
trade or business, or is otherwise related to the United
States), NYNEX shall either (x) redeem the Affected
Securities of such series, as a whole, at a redemption price
equal to the principal amount thereof, together with
interest accrued to the date fixed for redemption, or (y) if
the conditions of the next succeeding paragraph are
satisfied, pay the additional amounts specified in such
paragraph. NYNEX shall make such determination and election
as soon as practicable and give prompt notice thereof (the
"Determination Notice") stating the effective date of such
certification, information or reporting requirements,
whether NYNEX has elected to redeem the Affected Securities
of such series or to pay the additional amounts specified in
the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Affected Securities of
such series must take place. If NYNEX elects to redeem the
Affected Securities of such series, such redemption shall
take place on such date, not later than one year after the
publication of the Determination Notice, as NYNEX shall
elect by notice to the Trustee given not less than 45 nor
more than 75 days before the date fixed for redemption.
Notice of such redemption of the Affected Securities of such
series will be given to the holders thereof not less than 30
nor more than 60 days prior to the date fixed for
redemption. Notwithstanding the foregoing, NYNEX shall not
redeem the Affected Securities of such series if NYNEX
subsequently determines, not less than 30 days prior to the
date fixed for redemption, that subsequent payments would
not be subject to any such requirement, in which case NYNEX
shall give prompt notice of such determination and any
earlier redemption notice shall be revoked and of no further
effect. The right of the holders of Affected Securities
called for redemption to exchange such Affected Securities
for Registered Securities (which Registered Securities will
remain outstanding following such redemption) will terminate
on the fifteenth day prior to the date fixed for redemption,
and no further exchanges of Affected Securities for
Registered Securities shall be permitted unless NYNEX shall
have made the subsequent determination and given the notice
referred to in the preceding sentence. (Section 1108)
If and so long as the certification, information or
other reporting requirements referred to in the preceding
paragraph would be fully satisfied by payment of a
withholding tax, backup withholding tax or similar charge,
NYNEX may elect to pay such additional amounts as may be
necessary so that every net payment made outside the United
States following the effective date of such requirements by
NYNEX or any Paying Agent of principal (or premium, if any)
or interest, if any, due in respect of any Affected Security
of such series or any coupon to a holder who certifies that
the beneficial owner is a United States Alien (but without
any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to NYNEX, any Paying
Agent or any governmental authority), after deduction or
withholding for or on account of such withholding tax,
backup withholding tax or similar charge (other than a
withholding tax, backup withholding tax or similar charge
which (a) is the result of a certification, information or
other reporting requirement described in the second
parenthetical clause of the first sentence of the preceding
paragraph or (b) is imposed as a result of presentation of
such Affected Security or coupon for payment more than 10
days after the date on which such payment becomes due and
payable or on which payment thereof is duly provided for,
whichever occurs later), will not be less than the amount
provided for in such Affected Security or coupon to be then
due and payable. In the event NYNEX elects to pay such
additional amounts, NYNEX will have the right, at its sole
option, at any time, to redeem the Affected Securities of
such series as a whole, but not in part, at a redemption
price equal to the principal amount thereof, together with
accrued and unpaid interest to the date fixed for
redemption. If NYNEX has made the determination described
in the preceding paragraph with respect to certification,
information or other reporting requirements applicable only
to interest and subsequently makes a determination in the
manner and of the nature referred to in such preceding
paragraph with respect to such requirements applicable to
principal, NYNEX will redeem the Affected Securities
<PAGE>
of such series in the manner and on the terms described in the
preceding paragraph unless NYNEX elects to have the
provisions of this paragraph apply rather than the
provisions of the immediately preceding paragraph. If in
such circumstances the Affected Securities of such series
are to be redeemed, NYNEX shall have no obligation to pay
additional amounts pursuant to this paragraph with respect
to principal (or premium, if any) or interest, if any,
accrued and unpaid after the date of the notice of such
determination indicating such redemption, but will be
obligated to pay such additional amounts with respect to
interest accrued and unpaid to the date of such
determination. If NYNEX elects to pay additional amounts
pursuant to this paragraph and the condition specified in
the first sentence of this paragraph should no longer be
satisfied, then NYNEX shall promptly redeem such Affected
Securities in whole but not in part. (Section 1108)
In the event that NYNEX elects or is required to redeem
the Debt Securities of such series pursuant to the
provisions set forth in the preceding three paragraphs,
NYNEX shall deliver to the Trustee a certificate, signed by
an authorized officer, stating that NYNEX is entitled to
redeem the Debt Securities of such series pursuant to their
terms.
Notice of intention to redeem the Debt Securities of
such series and all other notices in accordance with the
provisions of the preceding paragraphs will be given in
accordance with "Notices" below. In the case of a
redemption, notice will be given once not more than 60 nor
less than 30 days prior to the date fixed for redemption and
will specify the date fixed for redemption.
Payment of Additional Amounts
If and to the extent specified in an applicable
Prospectus Supplement, NYNEX will, subject to the exceptions
and limitations set forth below, pay to the holder of any
Debt Security or coupon who is a United States Alien such
additional amounts as may be necessary in order that every
net payment on such Debt Security or coupon, after
withholding by NYNEX or any of its Paying Agents for or on
account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision
or taxing authority thereof or therein), will not be less
than the amount provided for in such Debt Security or in
such coupon to be then due and payable. However, NYNEX will
not be required to make any payment of additional amounts
for or on account of:
(1) any tax, assessment or other governmental charge
that would not have been so imposed but for (i) the
existence of any present or former connection between
such holder (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such
holder, if such holder is an estate or trust, or a member
or shareholder of such holder, if such holder is a
partnership or corporation) and the United States,
including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, person holding a power,
member or shareholder) being or having been a citizen,
resident or treated as a resident thereof or being or
having been engaged in a trade or business or present
therein or having or having had a permanent establishment
therein, or (ii) such holder's present or former status
as a personal holding company, foreign personal holding
company, controlled foreign corporation or passive
foreign investment company with respect to the United
States or as a corporation that accumulates earnings to
avoid United States federal income tax;
(2) any tax, assessment or other governmental charge
which would not have been so imposed but for the
presentation by the holder of such Debt Security or
coupon for payment on a date more than 10 days after the
date on which such payment became due and payable or the
date on which payment thereof is duly provided for,
whichever occurs later;
(3) any estate, inheritance, gift, sales, transfer,
personal property tax or any similar tax, assessment or
other governmental charge;
(4) any tax, assessment or other governmental charge
required to be withheld by any Paying Agent from any
payment on a Debt Security or coupon if such payment can
be made without such withholding by at least one other
Paying Agent;
<PAGE>
(5) any tax, assessment or other governmental charge
that is payable otherwise than by withholding from a
payment on a Debt Security or coupon;
(6) any tax, assessment or other governmental charge
imposed on a holder of a Debt Security or coupon that
actually or constructively owns 10% or more of the total
combined voting power of all classes of stock of NYNEX
entitled to vote within the meaning of Section 871(h)(3)
of the Code or that is a controlled foreign corporation
related to NYNEX through stock ownership;
(7) any tax, assessment or other governmental charge
imposed as a result of the failure to comply with
applicable certification, information, documentation or
other reporting requirements concerning the nationality,
residence, identity or connection with the United States
of the holder or beneficial owner of a Debt Security or
coupon, if such compliance is required by statute, or by
regulation of the United States, as a precondition to
relief or exemption from such tax, assessment or other
governmental charge;
(8) any tax, assessment or other governmental charge
imposed on the holder of a Debt Security or a coupon as a
result of Section 881(c)(3)(A) of the Code (relating to
banks receiving interest on an extension of credit made
pursuant to a loan agreement entered into in the ordinary
course of business); or
(9) any combination of items (1), (2), (3), (4),
(5), (6), (7) and (8);
nor will additional amounts be paid with respect to any
payment on a Debt Security or coupon to a holder who is a
fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be
required by the laws of the United States (or any political
subdivision thereof) to be included in the income for
federal income tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or
a beneficial owner who would not have been entitled to
payment of the additional amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such
Debt Security or coupon. (Section 1004)
Mergers and Sales of Assets by NYNEX
NYNEX may consolidate with or merge into any other
corporation, and NYNEX may sell or transfer all or
substantially all of its assets to another corporation,
provided, among other things, that (a) the corporation
formed by or resulting from any such consolidation or merger
or the transferee of such assets shall be a corporation
organized and existing under the laws of the United States,
any State thereof or the District of Columbia and shall
expressly assume by supplemental indenture payment of the
principal of (and premium, if any) and interest, if any, on
the Debt Securities and the performance and observance of
the Indenture, (b) after giving effect to the transaction,
no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default,
shall have occurred and be continuing, and (c) certain other
conditions are met. (Section 801)
Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of NYNEX substantially
as an entirety in accordance with the preceding paragraph,
the successor corporation formed by such consolidation or
into which NYNEX is merged or to which such conveyance or
transfer is made shall be substituted for NYNEX with the
same effect as if such successor corporation had been named
as NYNEX. Thereafter NYNEX shall be relieved of all
obligations and covenants under the Indenture and NYNEX may
thereupon or any time thereafter be dissolved, wound up, or
liquidated. (Section 802)
Events of Default
The following events are defined in the Indenture as
"Events of Default" with respect to a series of Debt
Securities: (i) default in the payment of any installment of
interest on any Debt Securities of such series and any
related coupons for 30 days after becoming due; (ii) default
in the payment of the principal of (or premium, if any, on)
any Debt Securities of such series when due; (iii) default
in the performance of any other covenant for 90 days after
notice; (iv) certain events of bankruptcy, insolvency or
reorganization: and (v) any other Event of Default
<PAGE>
provided in the terms of the Debt Securities of such series,
any such other Event of Default to be described in the
applicable Prospectus Supplement. (Section 501) If an Event
of Default shall occur and be continuing with respect to a
series of Debt Securities, either the Trustee or the holders
of at least 25% in principal amount of the outstanding Debt
Securities of such series may declare the entire principal
amount (or, in the case of Discounted Securities, Dual
Currency Securities or Indexed Securities, such lesser
amount as may be provided for in such Discounted Securities,
Dual Currency Securities or Indexed Securities) of all the
Debt Securities of such series to be immediately due and
payable. (Section 502)
The Indenture provides that the Trustee shall, within
90 days after the occurrence of a default with respect to a
particular series of Debt Securities, give the holders of
the Debt Securities of such series notice of such default
known to it (the term default to mean the events specified
above without grace periods); provided that, except in the
case of a default in the payment of principal of (or
premium, if any) or interest, if any, on any of the Debt
Securities of such series, the Trustee shall be protected in
withholding such notice if it in good faith determines that
the withholding of such notice is in the interest of the
holders of the Debt Securities of such series. (Section
602)
NYNEX is required to furnish the Trustee annually a
statement by certain officers of NYNEX to the effect that to
the best of their knowledge NYNEX is not in default in the
fulfillment of any of its obligations under the Indenture
or, if there has been a default in the fulfillment of any
such obligation, specifying each such default. (Section
1007)
The holders of a majority in principal amount of a
particular series of Debt Securities outstanding have the
right, subject to certain limitations, to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee with respect to such series or
exercising any trust or power conferred on the Trustee, and
to waive certain defaults. (Sections 512 and 513) The
Indenture provides that in case an Event of Default shall
occur and be continuing, the Trustee shall exercise such of
its rights and powers under the Indenture, and use the same
degree of care and skill in its exercise, as a prudent man
would exercise or use under the circumstances in the conduct
of his own affairs. (Section 601) Subject to such
provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at
the request of any of the holders of the Debt Securities
unless they shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with
such request. (Section 603) The Debt Securities will be
governed by and construed in accordance with the laws of the
State of New York. Courts in the United States customarily
have not rendered judgments for money damages denominated in
any currency other than U.S. dollars. Under New York law,
any judgment with respect to a Debt Security or any related
coupon denominated in a Foreign Currency will be rendered in
such Foreign Currency and converted into U.S. dollars at a
rate of exchange prevailing on the date of entry of the
judgment or decree. In the event an action based on Debt
Securities or related coupons denominated in a Foreign
Currency were commenced in a court in the United States
outside New York, the currency of judgment and/or applicable
exchange rate may differ. The Indenture provides that if it
is necessary for the purpose of obtaining a judgment in any
court to convert any currency into any other currency, such
conversion shall be made at a rate of exchange prevailing on
the date NYNEX makes payment to any person in satisfaction
of the judgment. If pursuant to any judgment, conversion is
to be made on a date other than the payment date, the
Indenture provides that NYNEX shall pay any additional
amounts necessary to indemnify such person for any change
between the rate of exchange prevailing on the payment date
and the rate of exchange prevailing on such other date.
NYNEX will not, however, be required to pay more in the
currency or currency unit due under such Debt Security or
coupon at the spot rate prevailing when payment is made than
the amount of currency or currency unit stated to be due
under such Debt Security or coupon, and NYNEX will be
entitled to withhold (or be reimbursed for, as the case may
be) any excess of the amount actually realized upon any such
conversion over the amount due and payable on the date of
payment. (Section 516)
<PAGE>
Defeasance
Satisfaction and Discharge. Except as may otherwise be
set forth in the Prospectus Supplement relating to a series
of Debt Securities, the Indenture provides that NYNEX shall
be discharged from its obligations under the Debt Securities
of such series (with certain exceptions) at any time prior
to the Stated Maturity or redemption thereof when (a) NYNEX
has irrevocably deposited with the Trustee, in trust, (i)
sufficient funds in the currency, currencies, currency unit
or units in which the Debt Securities of such series are
payable to pay the principal of (and premium, if any) and
interest, if any, to Stated Maturity (or redemption) on, the
Debt Securities of such series, or (ii) such amount of
direct obligations of, or obligations the principal of (and
premium, if any) and interest, if any, on which are fully
guaranteed by, the government which issued the currency, and
are payable in the currency, in which the Debt Securities of
such series are payable, and which are not subject to
prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without
consideration of any reinvestment thereof, be sufficient to
pay when due the principal of (and premium, if any) and
interest, if any, to Stated Maturity (or redemption) on, the
Debt Securities of such series, or (iii) any combination of
funds or government obligations referred to in (i) or (ii),
(b) NYNEX has paid all other sums payable with respect to
the Debt Securities of such series and (c) certain other
conditions are met. Upon such discharge, the holders of the
Debt Securities of such series shall no longer be entitled
to the benefits of the Indenture, except for certain rights,
including registration of transfer and exchange of the Debt
Securities of such series and replacement of mutilated,
destroyed, lost or stolen Debt Securities, and shall look
only to such deposited funds or obligations. (Sections 401
and 403)
To effect the discharge described in the preceding
paragraph, NYNEX is required to deliver to the Trustee an
opinion of legal counsel (which may be based on a ruling
from or published by the Internal Revenue Service), to the
effect that such discharge will not cause holders of Debt
Securities to recognize income, gain or loss for United
States federal income tax purposes, and that such holders of
Debt Securities will be subject to United States federal
income tax on the same amount and in the same manner and at
the same time as would have been the case if such discharge
had not occurred.
Defeasance of Certain Covenants and Certain Events of
Default. If the terms of the Debt Securities of any series
so provide, NYNEX may omit to comply with the restrictive
covenants in Section 801 (Consolidation, Merger, Conveyance
or Transfer), Section 1009 (Lien on Assets) and, if so
provided in the terms of the Debt Securities of any series
and specified in the applicable Prospectus Supplement, any
other covenant provided for the Debt Securities of such
series, and any such omission to comply with respect to such
covenants shall not be an Event of Default with respect to
such Debt Securities, if (a) NYNEX deposits or causes to be
deposited with the Trustee for such Debt Securities in trust
an amount of (i) cash in the currency or currency unit in
which such Debt Securities are payable (except as otherwise
specified with respect to such Debt Securities), (ii)
government obligations of the type referred to under
"Satisfaction and Discharge" or (iii) a combination of such
cash and government obligations, which amount, in the case
of (ii) or (iii), together with the predetermined and
certain income to accrue on any such government obligations
when due (without the consideration of any reinvestment
thereof), is sufficient to pay and discharge when due such
Debt Securities and any related coupons for unpaid principal
(and premium, if any) and interest, if any, to the Stated
Maturity or any Redemption Date, as the case may be and (b)
certain other conditions are met. The obligations of NYNEX
under the Indenture and the Debt Securities other than with
respect to the covenants referred to above shall remain in
full force and effect. (Section 1011)
In the event NYNEX exercises its option to omit to
comply with certain covenants of the Indenture with respect
to the Debt Securities of any series as described above and
the Debt Securities of such series are declared due and
payable because of the occurrence of any Event of Default,
the amount of cash and/or government obligations on deposit
with the Trustee will be sufficient to pay amounts due on
the Debt Securities of such series on their Stated Maturity
or Redemption Date, but may not be sufficient to pay amounts
due on such Debt Securities at the time of the acceleration
resulting from such Event of Default. However, NYNEX shall
remain liable for such payments.
<PAGE>
Meetings, Modification and Waiver
Modifications and amendments of the Indenture may be
made by NYNEX and the Trustee with the consent of the
holders of more than 50% in principal amount of the
Outstanding Debt Securities of each series issued under the
Indenture affected by such modification or amendment;
provided, however, that no such modification or amendment
may, without the consent of the holder of each Outstanding
Debt Security affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of
principal of or interest, if any, on any Debt Security, (b)
reduce the principal amount of (or premium, if any) or
interest, if any, on any Debt Security, (c) change any
obligation of NYNEX to pay additional amounts as set forth
under "Payment of Additional Amounts," (d) reduce the amount
of principal of a Discounted Security, an Indexed Security
or a Dual Currency Security payable upon acceleration of the
maturity thereof, (e) change the Place of Payment, (f)
change the currency or currency unit of payment of principal
of (or premium, if any) or interest, if any, on any Debt
Security, (g) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt
Security on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date), or (h)
reduce the percentage in principal amount of Outstanding
Debt Securities of any series, the consent of the holders of
which is required for modification or amendment of the
Indenture or for waiver of compliance with certain
provisions of the Indenture or for waiver of certain
defaults. (Section 902)
The holders of not less than a majority in principal
amount of the Outstanding Debt Securities of any series may
on behalf of the holders of all Debt Securities of that
series and any coupons appertaining thereto waive any past
default under the Indenture with respect to that series,
except a default in the payment of the principal of (or
premium, if any) and interest, if any, on any Debt Security
of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent
of the holder of each Outstanding Debt Security of that
series affected. (Section 513) The holders of not less
than a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the holders of
all Debt Securities of such series, waive, insofar as that
series is concerned, compliance by NYNEX with certain
restrictive provisions of the Indenture. (Section 1010)
The Indenture contains provisions for convening
meetings of the holders of Debt Securities of a series if
Debt Securities of that series are issuable as Bearer
Securities. A meeting may be called at any time by the
Trustee, and also, upon request, by NYNEX or the holders of
at least 10% in principal amount of the Outstanding Debt
Securities of such series, in any such case upon notice
given in accordance with 'Notices" below. (Section 1402)
Any resolution passed or decision taken at any meeting of
holders of Debt Securities of any series duly held in
accordance with the Indenture will be binding on all holders
of Debt Securities of that series and the related coupons.
The quorum at any meeting called to adopt a resolution, and
at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the
Outstanding Debt Securities of a series. (Section 1404)
Notices
Except as may otherwise be set forth in an applicable
Prospectus Supplement relating to a series of Debt
Securities, notices to holders of Bearer Securities will be
given by publication in a daily newspaper in the English
language of general circulation in the City of New York and
in London, and so long as such Bearer Securities are listed
on the Luxembourg Stock Exchange and the Luxembourg Stock
Exchange shall so require, in a daily newspaper of general
circulation in Luxembourg or, if not practical, elsewhere in
Western Europe. Such publication is expected to be made in
The Wall Street Journal, the Financial Times and the
Luxemburger Wort. Notices to holders of Registered
Securities will be given by mail to the addresses of such
holders as they appear in the Security Register. (Sections
101 and 106)
<PAGE>
Title
Title to any Bearer Securities and any coupons
appertaining thereto will pass by delivery. NYNEX, the
Trustee and any agent of NYNEX or the Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon
and the registered owner of any Registered Security as the
absolute owner thereof (whether or not such Debt Security or
coupon shall be overdue and notwithstanding any notice to
the contrary) for the purpose of making payment and for all
other purposes. (Section 308)
Governing Law
The Indenture and the Debt Securities are governed by
and construed in accordance with the laws of the State of
New York.
Concerning the Trustee
NYNEX and its subsidiaries have customary banking
relationships with Marine Midland Bank, which is the Trustee
under the Indenture.
RISK FACTORS RELATING TO CURRENCIES
Debt Securities denominated or payable in foreign
currencies may entail significant risks. These risks
include, without limitation, the possibility of significant
fluctuations in the foreign currency markets, the imposition
or modification of foreign exchange controls and potential
illiquidity in the secondary market. These risks will vary
depending upon the currency or currencies involved. These
risks will be more fully described in the Prospectus
Supplement relating to any such Debt Securities.
SELLING SECURITYHOLDERS
Weatherly Holdings owns a controlling and managing
member interest and Mandalay Investors owns a non-managing
member interest in Kipling Associates. Mandalay Investors'
member interest has the right to vote only on limited
matters, such as amendments to the Kipling Associates
company agreement and the sale, transfer or encumbrance of
Kipling Associates' assets (other than in connection with
the liquidation of Kipling Associates). The only shares of
NYNEX Common Stock owned by Kipling Associates are the
shares of Common Stock which may be offered by Kipling
Associates hereby. The shares of Common Stock owned by
Kipling Associates represent less than 3% of the outstanding
shares of Common Stock of NYNEX. Following completion of
one or more offerings by Weatherly Holdings and/or Kipling
Associates pursuant hereto, any shares of Common Stock held
by Kipling Associates not sold in the offerings may be
distributed in kind to Weatherly Holdings, and all other
assets of Kipling Associates will be liquidated and
distributed and Kipling Associates will be dissolved.
NYNEX Mandalay Management, Inc., a wholly-owned
subsidiary of NYNEX, and NYNEX Mandalay Holdings, Inc., also
a wholly-owned subsidiary of NYNEX, each owns a managing
member interest, and Mandalay Investors owns a non-managing
member interest, in Weatherly Holdings. The member interest
held by Mandalay Investors has the right to vote only on
limited matters, such as amendments to the Weatherly
Holdings company agreement and the sale, transfer or
encumbrance of Weatherly Holdings' assets (other than in
connection with the liquidation of Weatherly Holdings). The
only shares of NYNEX Common Stock owned by Weatherly
Holdings are the shares of Common Stock which may be offered
by Weatherly Holdings hereby. The shares of Common Stock
owned by Weatherly Holdings represent less than 1% of the
outstanding shares of Common Stock of NYNEX. Following
completion of one or more offerings by Weatherly Holdings
and/or Kipling Associates pursuant hereto, any shares of
Common Stock held by Weatherly Holdings not sold in the
offering will be distributed in kind to the NYNEX Members of
Weatherly Holdings, and all other assets of Weatherly
Holdings (including assets distributed to Weatherly Holdings
in the liquidation of Kipling Associates) will be
distributed to the NYNEX Members and Mandalay Investors, and
Weatherly Holdings will be dissolved.
<PAGE>
The liquidation of Weatherly Holdings and Kipling
Associates will be controlled by the NYNEX Members provided
that the value of the assets held by Weatherly Holdings and
Kipling Associates, in the aggregate, is at least two times
the then unpaid principal amount of the Weatherly Holdings
Note, and the liquidation either occurs on June 30, 2000 or
results from the occurrence of certain events, including the
vote of the NYNEX Members to liquidate Weatherly Holdings or
the vote of Weatherly Holdings to liquidate Kipling
Associates. In certain circumstances, Mandalay Investors
will have the right to have its designee conduct the
liquidation of Weatherly Holdings and Kipling Associates,
and such designee will have the right to control the manner
of the offering and sale shares of Common Stock covered by
this Prospectus. Mandalay Investors has designated
Citibank, N.A. as the liquidator in such event which
designation cannot be changed without the consent of the
NYNEX Members. Mandalay Investors is a limited liability
company in which managing member interests are held by
parties unaffiliated with NYNEX, and in which a minor, non-
managing member interest is held by NYNEX Mandalay
Investors, Inc., a wholly-owned subsidiary of NYNEX. The
non-managing member interest held by NYNEX Mandalay
Investors, Inc. has the right to vote only on limited
matters, such as the voluntary bankruptcy of Mandalay
Investors. The holders of the managing member interests in
Mandalay Investors have no material interest in or material
relationship with NYNEX or its affiliates other than their
member interests in Mandalay Investors.
PLAN OF DISTRIBUTION
Distribution of Securities by NYNEX
NYNEX may sell the Securities being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through
underwriters, (iv) through dealers or (v) through a
combination of any such methods of sale. The distribution
of the Securities may be effected from time to time in one
or more transactions either (i) at a fixed price or prices,
which may be changed; (ii) at market prices prevailing at
the time of sale; (iii) at prices related to such prevailing
market prices; or (iv) at negotiated prices. Offers to
purchase Securities may be solicited directly by NYNEX or by
agents designated by NYNEX from time to time. Any such
agent, which may be deemed to be an underwriter, as such
term is defined in the Securities Act, involved in the offer
or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions
payable by NYNEX to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
Agents may be customers of, engage in transactions with, or
perform services for, NYNEX and/or certain affiliates
thereof in the ordinary course of business. An agent may
resell a Security purchased by it as principal to another
broker-dealer at a discount. If an underwriter or
underwriters are utilized in the sale, NYNEX will execute an
underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms
of the transaction will be set forth in the Prospectus
Supplement which will be used by the underwriters to make
resales of the Securities. Except as otherwise indicated in
the applicable Prospectus Supplement, if a dealer is
utilized in the sale of the Securities in respect of which
this Prospectus is delivered, NYNEX will sell such
Securities to the dealer, as principal. The dealer may then
resell such Securities to the public at varying prices to be
determined by such dealer at the time of resale.
If so indicated in the Prospectus Supplement, NYNEX
will authorize agents and underwriters to solicit offers by
certain institutions to purchase all or a portion of
Securities of any series from NYNEX at the public offering
price set forth in the Prospectus Supplement pursuant to
Delayed Delivery Contracts (the "Contracts") providing for
payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less
than, and unless NYNEX otherwise agrees, the aggregate
principal amount of Securities sold pursuant to Contracts
shall be not less nor more than, the respective amounts
stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial
and savings banks, insurance companies, pension funds,
investment companies, educational and charitable
institutions and other institutions, but shall in all cases
be subject to the approval of NYNEX. Contracts will be not
subject to any conditions except that the purchase by an
institution of the Securities covered by its Contract shall
not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such
institution is subject.
<PAGE>
A commission indicated in the Prospectus Supplement will be paid
to underwriters and agents soliciting purchases of Securities
pursuant to Contracts accepted by NYNEX.
Underwriters, dealers, agents and other persons may be
entitled, under agreements which may be entered into with
NYNEX to indemnification against, or contribution with
respect to, certain civil liabilities under the Securities
Act.
Each underwriter, dealer and agent participating in the
distribution of any Securities that are issuable as Bearer
Securities will agree that it will not offer, sell or
deliver, directly or indirectly, Bearer Securities in the
United States or to United States persons (other than
qualifying financial institutions) in connection with the
original issuance of such Debt Securities.
From time to time, underwriters, dealers, direct
purchasers and agents and certain of their affiliates have
engaged and may in the future engage in transactions with
and perform services for NYNEX or its subsidiaries in the
ordinary course of business. In connection with any sale of
Securities, NYNEX may enter into various derivative
arrangements with such parties or other eligible
counterparties.
Distribution of Common Stock by Weatherly Holdings and/or
Kipling Associates
Any shares of Common Stock sold by Weatherly Holdings
and/or Kipling Associates pursuant to this Prospectus will
be sold only upon and in connection with the liquidation of
these companies, at the direction of a liquidator designated
by the NYNEX Members or Mandalay Investors, as described
under "Selling Securityholders". The liquidation of
Weatherly Holdings and Kipling Associates will commence on
June 30, 2000 (approximately 180 days prior to the maturity
date of the Weatherly Holdings Note), and may occur earlier
upon the happening of certain events. These events include,
but are not limited to, the bankruptcy of NYNEX, Weatherly
Holdings, Kipling Associates, Viacom, Inc., or of either of
the NYNEX Members of Weatherly Holdings, the vote of such
NYNEX Members to liquidate Weatherly Holdings, the vote of
Weatherly Holdings to liquidate Kipling Associates, the
failure of such NYNEX Members to make required capital
contributions under the Weatherly Holdings company
agreement, the occurrence of an event of default under the
Weatherly Holdings Note (including the failure of Weatherly
Holdings to timely pay interest due thereon), the
announcement or effectiveness of a reduction or elimination
of dividends on either the Viacom Preferred Stock or NYNEX
Common Stock that would cause Weatherly Holdings to fail to
timely pay interest on the Weatherly Holdings Note, any
event which would require prepayment of the Weatherly
Holdings Note, and any long term unsecured debt rating of
NYNEX by either Standard & Poors Ratings Group, a division
of McGraw Hill, Inc. or Moody's Investors Services, Inc.
below investment grade. In the event of a sale of Common
Stock by Weatherly Holdings and/or Kipling Associates, the
payment of all sales charges and other expenses, taxes or
other amounts payable by or on behalf of the NYNEX Members,
Weatherly Holdings, or Kipling Associates has been
guaranteed by NYNEX.
Neither Weatherly Holdings nor Kipling Associates
currently has specific plans to distribute the shares of
Common Stock covered by this Prospectus. However, it is
anticipated that the shares of Common Stock will be offered
and sold from time to time (i) directly to purchasers, (ii)
through agents, (iii) through underwriters, (iv) through
dealers or (v) through a combination of any such methods of
sale. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions
either (a) at a fixed price or prices, which may be changed,
(b) at market prices prevailing at the time of sale, (c) at
priced related to such prevailing market prices, or (d) at
negotiated prices. Offers to purchase shares of Common
Stock may be solicited directly by Weatherly Holdings or
Kipling Associates or by agents designated by them from time
to time. Any such agent, which may be deemed to be an
underwriter, as such term is defined in the Securities Act,
involved in the offer or sale of the shares of Common Stock
in respect of which this Prospectus is delivered will be
named, and any commissions payable to such agent will be set
forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will
be acting on a best efforts basis for the period of its
appointment. Agents may be customers of, engage in transactions
with, or perform services for, NYNEX and/or certain affiliates
thereof in the ordinary course of business. An agent may resell
shares of Common Stock purchased by it as
<PAGE>
principal to another broker dealer at a discount. If an underwriter
or underwriters are utilized in sales made on behalf of Weatherly
Holdings or Kipling Associates, then Weatherly Holdings or Kipling
Associates will execute an underwriting agreement with such underwriter
or underwriters at the time of sale to them and the names of
the underwriters and the terms of the transaction will be
set forth in the Prospectus Supplement which will be used by
the underwriters to make resales of the shares of Common
Stock. Except as otherwise indicated in the applicable
Prospectus Supplement, if a dealer is utilized in the sale
of the shares of Common Stock in respect of which this
Prospectus is delivered, Weatherly Holdings or Kipling
Associates, as the case may be, will sell such shares of
Common Stock to the dealer, as principal. The dealer may
then sell such shares of Common Stock to the public at
varying prices to be determined by such dealer at the time
of resale.
Underwriters, dealers, agents and other persons may be
entitled, under agreements which may be entered into with
Weatherly Holdings or Kipling Associates, as the case may
be, to indemnification against, or contribution with respect
to, certain civil liabilities under the Securities Act.
The place and time of delivery for the Securities in
respect of which this Prospectus is delivered are set forth
in the accompanying Prospectus Supplement.
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 for the year ended December 31, 1995,
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, Weatherly Holdings and
Kipling Associates by Morrison DeS. Webb, Executive Vice
President and General Counsel of NYNEX, and for any agent or
underwriter, by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), 425 Lexington
Avenue, New York, New York 10017. Simpson Thacher &
Bartlett from time to time has acted as counsel in certain
matters for NYNEX and certain of its subsidiaries.
<PAGE>
- -------------------------------------------------------------
NYNEX CORPORATION
[NYNEX LOGO]
- ------------
PROSPECTUS
- ------------
, 1996
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 or any underwriter, dealer or agent. Neither this Prospectus
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 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>
<CAPTION>
Table of Contents
<S> <C>
Page
Available Information.......................... 2
Incorporation of Documents
by Reference................................. 2
NYNEX Corporation.............................. 3
Ratio of Earnings to Fixed Charges............. 4
Use of Procceds................................ 4
Description of Common Stock.................... 5
Description of Preferred Stock................. 11
Description of Debt Securities................. 15
Risk Factors Relating to Currencies............ 28
Selling Securityholders........................ 28
Plan of Distribution........................... 29
Experts........................................ 31
Legal Matters.................................. 31
</TABLE>
- --------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Securities and Exchange Commission Filing Fee........... $310,347
Rating Agency Fees...................................... 243,000*
Printing and Distributing Registration Statement,
Prospectus, Prospectus Supplement, Underwriting
Agreement, Securities and Miscellaneous
Material............................................... 60,000*
Accountants' Fees and Expenses.......................... 100,000*
Legal Fees and Expenses................................. 70,000*
Blue Sky Fees and Expenses.............................. 10,000*
Miscellaneous Expenses.................................. 26,653*
Total.................................................. $820,000
</TABLE>
- ------------------
*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.
II-1
<PAGE>
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.
II-2
<PAGE>
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.
*1 (a) Form of Underwriting Agreement (Common Stock).
* (b) Form of Underwriting Agreement (Preferred Stock).
* (c) Form of Underwriting Agreement (Debt Securities).
*4 (a) Indenture, dated as of March 1, 1990, from NYNEX
Corporation to Marine Midland Bank (formerly Marine
Midland Bank, N.A.), Trustee (Exhibit 4(a) to Current
Report on Form 8-K dated March 19, 1990).
* (b) First Supplemental Indenture, dated December 1,
1994, to Indenture, dated as of March l, 1990, from
NYNEX Corporation to Marine Midland Bank, Trustee.
* (c) Form of Certificate of Designations for Preferred Stock.
* (d) Restated Certificate of Incorporation of NYNEX
Corporation, dated May 6, 1987 (Exhibit 3(a) to Form
SE, dated March 24, 1988, File No. 1-8608).
* (e) By-Laws of NYNEX Corporation, dated October 12,
1983, as amended October 17, 1991 (Exhibit 3(b) to
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1991, File No. 1-8608).
* (f) Rights Agreement to Purchase Series A Junior
Participating Preferred Stock between NYNEX Corporation
and The First National Bank of Boston, as successor
Rights Agent, dated as of October 19, 1989, as amended
by the First Amendment to Rights Agreement dated April
21, 1996 between NYNEX Corporation and the Rights Agent
(Exhibit 4(a) to Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996, File No. 1-
8608), as further amended by the Second Amendment to
Rights Agreement dated July 2, 1996 between NYNEX
Corporation and the Rights Agent (Exhibit 4(a) 2 to
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996, File No. 1-8608).
* (g) The form or forms of Securities with respect to
each particular series of Securities registered
hereunder will be filed as an exhibit to a Current
Report of the Registrant on Form 8-K and incorporated
herein by reference.
** 5 (a) Opinion of Morrison DeS. Webb, Executive
Vice President and General Counsel of NYNEX
Corporation.
* 12 Computation of Ratio of Earnings to
Fixed Charges for the five years ended December 31,
1995 and the six months ended June 30, 1996 (Exhibit 12
to Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996, File No. 1-8608).
** 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.
* 25 Statement of Eligibility of Trustee on Form T-1.
- -----------------
* Previously filed.
** Filed herewith.
II-3
<PAGE>
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.
II-4
<PAGE>
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, hereunto
duly authorized, in the City of New York and State of New York,
on the 24th day of September, 1996.
NYNEX CORPORATION
By s/ M. Meskin
(M. Meskin, 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:
Ivan G. Seidenberg* Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
F. V. Salerno s/ F. V. Salerno
Vice Chairman -
Finance and Business Development
Principal Accounting Officer:
M. Meskin s/ M. Meskin
Vice President and Comptroller
A Majority of Directors:
John Brademas*
R. L. Carrion*
L. J.R. de Vink*
Stanley P. Goldstein*
Helene L. Kaplan*
Elizabeth T. Kennan* *By s/ Ivan Seindenberg
Edward E. Phillips* (Ivan G. Seidenberg, as
Hugh B. Price* attorney-in-fact and on his own
F. V. Salerno* behalf as Principal Executive
Ivan G. Seidenberg Officer)
Walter V. Shipley*
John R. Stafford* September 24, 1996
II-5
NYNEX Corporation
1095 Avenue of the Americas,New York, NY 10036
Tel 212 395 1063
Fax 212 597 2560
Morrison DeS. Webb
Executive Vice President, General Counsel and Secretary
NYNEX Logo
September 24, 1996
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 (the "Act"), of a Post-Effective
Amendment No. 1 to Registration Statement No. 33-53693 (the
"Amendment"), which also constitutes Post-Effective
Amendment No. 2 to Registration Statement No. 33-33592
(collectively, the "Registration Statement"), relating to
the registration of (i) shares of common stock, $1.00 par
value per share, of NYNEX (the "Common Stock"), (ii) shares
of preferred stock, $1.00 par value per share of NYNEX (the
"Preferred Stock"), (iii) unsecured senior debt securities
of NYNEX (the "Debt Securities") and, together with the
Common Stock and the Preferred Stock, the "Securities") and
(iv) such indeterminate amount of Securities as may be
issued upon conversion of, or in exchange for, as the case
may be, the Securities, in an aggregate amount sufficient to
result in gross proceeds to one or more of NYNEX, Weatherly
Holdings L.L.C. ("Weatherly Holdings") and Kipling
Associates L.L.C. ("Kipling Associates") of up to
U.S. $950,000,000 or the equivalent thereof in one or more
foreign currencies.
The Securities will be sold or delivered from time to
time as set forth in the Registration Statement, any
amendment thereto, the prospectus contained therein and
supplements to the prospectus. The Debt Securities will be
issued under an Indenture, dated as of March 1, 1990, as
supplemented by a First Supplemental Indenture, dated
December 1, 1994 (as so supplemented, the "Indenture"), from
NYNEX to Marine Midland Bank, as Trustee. In connection
with such filing, I am of the opinion that:
1. The shares of Common Stock to be sold by NYNEX
have been duly authorized by NYNEX and, when the Amendment
has become effective under the Act, and when such shares
have been delivered by NYNEX upon purchase thereof and
payment in full therefor, such shares of Common Stock will
be validly issued, fully paid and nonassessable. The shares
of Common Stock which may be sold by Weatherly Holdings
and/or Kipling Associates have been duly authorized by
NYNEX, are currently issued and outstanding and are fully
paid and nonassessable.
2. Upon the issuance of the Preferred Stock in
accordance with the terms of resolutions of the Board of
Directors and the filing with the Secretary of State of the
State of Delaware of one or more Certificates of
Designations, the shares of Preferred Stock will have been
duly authorized and, when the Amendment has become effective
under the Act, and when such shares have been delivered by
NYNEX upon purchase thereof and payment in full therefor,
such shares of Preferred Stock will be validly issued, fully
paid and nonassessable.
3. Upon the issuance of the Debt Securities in
accordance with the terms of resolutions of the Board of
Directors, the Debt Securities will have been duly
authorized and, when the Amendment has become effective
under the Act and, when the Debt Securities have been duly
authenticated in accordance with the terms of the Indenture
and delivered and sold as provided in such resolutions, the
Debt Securities will be legally issued and valid and binding
obligations of NYNEX.
I hereby consent to the filing with the Securities and
Exchange Commission of this opinion as an exhibit to the
Registration Statement and to the use of my name in the
related prospectus under the heading "Legal Matters".
Very truly yours,
s/ Morrison DeS. Webb
Exhibit
23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of NYNEX Corporation on Form S-3
(File No. 33-53693 which constitutes Post-Effective
Amendment No. 2 to Registration Statement 33-33592) of our
reports dated February 5, 1996, which include an explanatory
paragraph stating that in the second quarter of 1995, NYNEX
Corporation discontinued accounting for the operations of
its telephone subsidiaries in accordance with Statement of
Financial Accounting Standards No. 71, Accounting for the
Effects of Certain Types of Regulation, and in the fourth
quarter of 1993, adopted Statement of Financial Accounting
Standards No. 112, Employers' Accounting for Postemployment
Benefits, retroactive to January 1, 1993, on our audits of
the consolidated financial statements and financial
statement schedule of NYNEX Corporation and its
subsidiaries, as of December 31, 1995 and 1994, and for each
of the three years in the period ended December 31, 1995,
which reports are included or incorporated by reference in
the 1995 Annual Report on Form 10-K of NYNEX Corporation.
We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
September 24, 1996
Exhibit 24
POWER OF ATTORNEY
The undersigned, acting in the capacity or capacities
stated opposite their respective names below, hereby severally
constitute and appoint Ivan G. Seidenberg, Alan Z. Senter and Peter
M. Ciccone, and each of them with full power to act alone, our true
and lawful attorneys and agents to do any and all acts and things
and to execute any and all instruments which they deem necessary or
advisable to enable NYNEX Corporation, a Delaware corporation, to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing under
the Securities Act of 1933, as amended, of a post-effective
amendment to the Corporation's existing Registration Statement on
Form S-3, File No. 33-33592, and any new or revised prospectuses as
may be necessary or desirable, to permit, in addition to offerings
by the Corporation, the offering by Weatherly Holdings L.L.C. and/or
Kipling Associates L.L.C. of up to $750,000,000 in aggregate
offering price of the Corporation's Common Stock, par value $1.00
per share, and to take such action as is reasonable to cause such
post-effective amendment to be declared effective and to remain
effective as long as is necessary or desirable, including
specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the Company and the
names of the undersigned directors and officers in the capacities
indicated below, to the post-effective amendment, any additional
post-effective amendments or supplements, and any new or revised
prospectuses.
This Power of Attorney may be executed in counterparts,
which together shall constitute one and the same instrument.
Signature Title Date
Chairman of the Board,
Chief Executive Officer and
Ivan G. Seidenberg Director
(Principal Executive
Officer)
Executive Vice President and
Alan Z. Senter Chief Financial Officer
(Principal Financial
Officer)
Vice President and Comptroller
Peter M. Ciccone (Principal Accounting
Officer)
Director December 21, 1995
John Brademas
John Brademas
Director 1-18-96
R.W. Bromery
Randolph W. Bromery
<PAGE>
Signature Title Date
Director 12-21-95
R.L. Carrion
Richard L. Carrion
Director Dec. 21, 1995
L.J.R. de Vink
Lodewijk J.R. de Vink
Director Dec. 21, 1995
Stanley P. Goldstein
Stanley P. Goldstein
Director 12/21/95
Helene L. Kaplan
Helene L. Kaplan
Director January 18, 1996
Elizabeth T. Kennan
Elizabeth T. Kennan
Director 12-21-95
Edward E. Phillips
Edward E. Phillips
Director 12/21/95
Hugh B. Price
Hugh B. Price
Director 12/21/95
F.V. Salerno
Frederic V. Salerno
Director 12/21/95
Walter V. Shipley
Walter V. Shipley
Director 12-21-95
John R. Stafford
John R. Stafford
