UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 22, 1996
NYNEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation)
1-8608 13-3180909
(Commission File Number) (I.R.S. Employer Identification No.)
1095 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 395-2121
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Registrant's press release dated October 22, 1996 is filed
herewith as Exhibit 20 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
20. Press Release, dated October 22, 1996, issued
by NYNEX Corporation, Cable & Wireless plc and
Bell Canada International Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.
NYNEX Corporation
By: /s/ Morrison DeS. Webb
--------------------------------
Morrison DeS. Webb
Executive Vice President and
General Counsel
Date: October 24, 1996
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release, dated
October 22, 1996, issued by NYNEX
Corporation, Cable & Wireless plc and Bell
Canada International Inc.
EXHIBIT 20
[LOGO]
CABLE & WIRELESS NYNEX [Logo] BELL CANADA
INTERNATIONAL
- -------------------------------------------------------------------------------
PRESS RELEASE
U.S. PRESS RELEASE 22nd October, 1996
FOR IMMEDIATE RELEASE
CABLE & WIRELESS, NYNEX AND BELL CANADA INTERNATIONAL CREATE
POWERFUL FORCE IN UK TELECOMMUNICATIONS, INFORMATION AND ENTERTAINMENT
Cable and Wireless plc ("Cable & Wireless"), NYNEX Corporation
("NYNEX") (NYSE:NYN) and Bell Canada International Inc. ("BCI") have reached
agreement to create the UK's leading provider of integrated telecommunications,
information and entertainment services by merging into one company the
operations of their UK subsidiaries and affiliates:
o Mercury Communications Limited ("Mercury");
o NYNEX CableComms Group PLC and NYNEX CableComms Group Inc.
("NYNEX CableComms") (NASDAQ:NYNCY);
o Bell Cablemedia plc ("Bell Cablemedia") (NASDAQ:BCMPY); and
o Videotron Holdings Plc ("Videotron") (NASDAQ:VRONY).
On completion of the transaction, the new company will offer direct
communications services to businesses throughout the UK and to approximately six
million franchised homes. The new company, Cable & Wireless Communications (the
"Company"), will provide local, national, international, data and mobile
telecommunications, together with multichannel television and Internet services.
This combination is designed to create one provider that can offer UK customers
a comprehensive range of services over a single network.
The transactions are subject to certain pre-conditions.
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TRANSACTION STRUCTURE
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- - The proposal will involve the creation of a new company, Cable &
Wireless Communications, which it is intended will ultimately hold 100
per cent. of Mercury, Bell Cablemedia, Videotron and NYNEX CableComms.
Subject to the satisfaction of certain pre-conditions, the transaction
will be effected as follows:
o Bell Cablemedia has agreed with Le Groupe Videotron Ltee,
subject to obtaining certain clearances and consents by 23rd
December, 1996, to purchase its 55.6 per cent. shareholding in
Videotron at a price of US $19.75 per ADS. Upon completion of
this purchase, an unconditional cash offer of US$19.75 per ADS
will be made by Bell Cablemedia for Videotron to be funded by
a US$338 million equity investment in Bell Cablemedia by Cable
& Wireless a short term bridge facility and existing
resources. This offer would value the whole of the issued
ordinary share capital of Videotron at approximately US$1,090
million ((pound)685 million).
o Following the purchase of the GVL stake and the making of and
offer and subject to a number of pre-conditions, including
certain shareholder consents, regulatory approvals and tax
clearances, share exchange offers will be made by C&W
Communications for Bell Cablemedia, as enlarged by Videotron
and for NYNEX CableComms. BCI and Cable & Wireless have agreed
to give irrovacable undertakings to accept the offer for Bell
Cablemedia in respect of their combined 65.1 per cent.
shareholding.
o NYNEX has agreed, subject to a number of pre-conditions, to
give irrevocable undertakings to accept the offer for NYNEX
CableComms when made in respect of its 71.2 per cent. direct
and indirect interest.
o The offers for Bell Cablemedia and NYNEX CableComms will be
interconditional.
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o Cable & Wireless has agreed, subject to certain conditions, to
acquire 5.17 per cent. of Mercury from BCI for (pound)150
million. Mercury will subsequently be acquired by C&W
Communications for shares.
o Immediately upon completion of the above transactions and
assuming full acceptance of the offers, Cable & Wireless will
own 52.6 per cent., NYNEX 18.5 per cent. and BCI 14.2 per
cent. of the fully diluted share capital of C&W
Communications. It is intended that arrangements will be made
to enable C&W Communications to be listed on the London and
New York Stock Exchanges.
Press and investor enquiries:
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Cable & Wireless Pres Peter Eustace 0171 315 4495
Investors: John Doherty 0171 315 4460
NYNEX Press: Susan Kraus 0171 767 1000
(from 23/10/96) +1(212) 395 0500
Investors: Allen Pattee +1(212) 730 6223
Bell Canada International Press: Peter Burn +1(514) 392 2264
Investors: Howard Hendrick +1(514) 397 7025
Bell Cablemedia Press: Denise Lewis 0171 767 1000
(22/10/96 only)
Investors: Fiona Murphy 0171 291 3075
Brunswick James Bradley 0171 404 5959
James Hogan
The exchange offers will be made in the United States only by means of
a prospectus.
