Original Electronically Transmitted to the Securities and
Exchange Commission on April 19, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation No. 13-3180909
1095 Avenue of the Americas, New York, New York 10036
Telephone Number (212) 395-2121
NYNEX 1992 Non-Management Stock Option Plan
Agent for Service
P. M. Ciccone
Vice President and Comptroller
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Telephone Number (212) 395-1020
Please send copies of all communications to:
Morrison DeS. Webb, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price offering registration
registered registered per share* price* fee
Common Stock--par
value $1 per share 350,000 shares $49.94 $17,478,125.00 $6,026.94
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* Estimated solely for the purpose of calculating the
registration fee and calculated in accordance with Rule
457(h) based upon the average of the high and low prices per
share of Common Stock of NYNEX Corporation as quoted on the
New York Stock Exchange -- Composite Transactions listing for
April 12, 1996.
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus contained herein also relates to
Registration Statements Nos. 33-48647 and 33-57945, previously
filed by the Registrant on Form S-8 and declared effective on
June 16, 1992 and March 3, 1995, respectively. This Registration
Statement is a new Registration Statement and also constitutes
Post-Effective Amendment No. 2 to Registration Statement No. 33-
48647 and Post-Effective Amendment No. 1 to Registration
Statement No. 33-57945.
There are also registered hereunder such additional indeterminate
number of shares of Common Stock of NYNEX Corporation as may be
issued as a result of the antidilution provisions of the NYNEX
1992 Non-Management Stock Option Plan.
<PAGE>
STATEMENT
This Form S-8 Registration Statement is being filed with the
Securities and Exchange Commission (the "Commission") by NYNEX
Corporation, a Delaware corporation (the "Company"), in order to
register 350,000 additional shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), which may be
issued upon exercise of options granted under the Company's 1992
Non-Management Stock Option Plan (the "Plan").
On June 16, 1992, the Company filed a Form S-8 Registration
Statement (No. 33-48647) with the Commission registering
4,500,000 shares of Common Stock to be issued under the Plan. On
March 3, 1995, the Company registered an additional 7,500,000
shares of Common Stock to be issued under the Plan on a Form S-8
Registration Statement (No. 33-57945). The contents of these
Registration Statements (Nos. 33-48647 and 33-57945) are
incorporated by reference in their entirety herein.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation ("NYNEX"),
File No. 1-8608, with the Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended
December 31, 1995; and
(2) The description of NYNEX's Common Stock on Form 10 dated
November 15, 1983, and Form 8-A dated October 20, 1989,
as amended by Form 8-A/A dated April 28, 1994.
All documents filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to termination of the offering
shall be deemed to be incorporated by reference in this
Registration Statement 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
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 Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and consolidated
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, incorporated by
reference in this Registration Statement, have been incorporated
herein in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm
as experts in accounting and auditing.
The legality of the securities offered hereby will be passed
upon for NYNEX by Morrison DeS. Webb, Executive Vice President
and General Counsel.
Item 8. Exhibits.
The following documents are filed as Exhibits hereto:
Exhibit
Number
5 Opinion of Morrison DeS. Webb, Executive Vice President
and General Counsel, NYNEX Corporation, as to the
legality of the securities being registered.
23-a Consent of Coopers & Lybrand L.L.P.
23-b Consent of Morrison DeS. Webb, Executive Vice President
and General Counsel, NYNEX Corporation, filed as
Exhibit 5.
24 Powers of Attorney executed by Officers and Directors
who signed this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and the State of New
York on the 18th day of April 1996.
NYNEX Corporation
By s/P. M. Ciccone
(P. M. Ciccone, Vice President
and Comptroller)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed
below by the following persons in the capacities and on the date
indicated.
Principal Executive Officer:
Ivan G. Seidenberg*
Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
Alan Z. Senter*
Executive Vice President
and Chief Financial Officer
Principal Accounting Officer:
P. M. Ciccone
Vice President and Comptroller
*By s/P. M. Ciccone
(P. M. Ciccone, as attorney-in-
fact and on his own behalf as
Principal Accounting Officer)
Directors:
John Brademas*
R. W. Bromery*
R. Carrion*
J. R. de Vink*
Stanley P. Goldstein*
Helene L. Kaplan* April 18, 1996
Elizabeth T. Kennan*
Edward E. Phillips*
Hugh B. Price*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
Exhibit 5
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
(212) 395-1063
Morrison DeS. Webb
Executive Vice President and General Counsel
NYNEX Logo
April 18, 1996
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Dear Sirs:
In connection with the proposed filing by NYNEX Corporation
(the "Company") under the Securities Act of 1933, as amended, of
a Registration Statement on Form S-8 ("Registration Statement")
relating to the registration of 350,000 additional shares of the
Company's Common Stock (the "Shares") which may be purchased
under the Company's 1992 Non-Management Stock Option Plan
(the "Plan"), I am of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Delaware.
2. The Plan has been duly adopted and issuance of the
Shares has been duly authorized by the Company by
appropriate corporate action.
3. Upon issuance of the Shares and payment therefor in
accordance with (a) the Plan and (b) the resolutions of
the Board of Directors and stockholders of the Company
relating to the Plan and the offer and sale of the
Shares, the Shares will be legally issued, fully paid
and nonassessable.
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 under the
heading "Interests of Named Experts and Counsel."
Very truly yours,
s/Morrison DeS. Webb
MORRISON DeS. WEBB
Executive Vice President
and General Counsel
Exhibit 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of NYNEX Corporation on Form S-8 (File Nos. 33-48647
and 33-57945), relating to the registration of 350,000 additional
shares of Common Stock for the NYNEX Corporation 1992 Non-
Management Stock Option Plan, of our report dated February 5,
1996 on our audits of the consolidated financial statements
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 report is incorporated by reference in
the 1995 Annual Report on Form 10-K of NYNEX Corporation. We
further consent to the incorporation by reference in this
Registration Statement of our report dated February 5, 1996 on
our audits of the consolidated 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 report is included in the 1995 Annual
Report on Form 10-K of NYNEX Corporation.
We further consent to reference to our Firm under the caption
"Interests of Named Experts and Counsel" in this Registration
Statement.
s/Coopers & Lybrand L.L.P.
New York, New York
April 18, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to additional shares of the Company's Common Stock
(par value $1.00 per share) to be offered under the Company's
1992 Non-Management Stock Option Plan; and
WHEREAS, each of the undersigned is an officer or both an
officer and a director of the Company;
NOW, THEREFORE, each of the undersigned hereby constitutes
and appoints Ivan G. Seidenberg, Alan Z. Senter and
Peter M. Ciccone, and each of them severally as attorneys for the
undersigned and in the undersigned's name, place and stead, and
in each of his offices and capacities as an officer or as both an
officer and director of the Company, to execute and file such
registration statement with respect to the additional shares of
the Company's Common Stock (par value $1.00 per share) to be
offered under the Company's 1992 Non-Management Stock Option
Plan, and thereafter to execute and file any amended registration
statement or statements (including any post-effective amendments
thereto) and any supplements thereto, with all exhibits thereto
and other documents in connection therewith, hereby giving and
granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary and/or desirable to be done in and about the premises
as fully, to all intents and purposes, as the undersigned might
or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney this 18th day of April, 1996.
s/Ivan Seidenberg s/ Alan Senter s/Peter M. Ciccone
Ivan G. Seidenberg Alan Z. Senter Peter M. Ciccone
Chairman of the Board Executive Vice President Vice President and
and Chief Executive and Chief Financial Officer Comptroller
Officer
State of New York )
)ss.:
County of Westchester )
On the 18th day of April, 1996 personally appeared before
me, I. G. Seidenberg, A. Z. Senter and P. M. Ciccone, to me known
and known to me to be the persons described in and who executed
the foregoing instrument, and they severally duly acknowledged to
me that they and each of them executed and delivered the same for
the purposes therein expressed.
Witness my hand and official seal this 18th day of April, 1996.
s/Beth A. Clerc
Beth A. Clerc
Notary Public, State of New York
No. 4982695
Qualified in Dutchess County
Commission Expires June, 10, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to additional shares of the Company's Common Stock
(par value $1.00 per share) to be offered under the Company's
1992 Non-Management Stock Option Plan; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints Ivan G. Seidenberg, Alan Z. Senter and Peter M. Ciccone,
and each of them severally, as attorneys for the undersigned and
in the undersigned's name, place and stead as a director of the
Company, to execute and file such registration statement with
respect to the additional shares of the Company's Common Stock
(par value $1.00 per share) to be offered under the Company's
1992 Non-Management Stock Option Plan, and thereafter to execute
and file any amended registration statement or statements
(including any post-effective amendments thereto) and any
supplements thereto, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary and/or
desirable to be done in and about the premises as fully, to all
intents and purposes, as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney this 18th day of April, 1996.
s/John Brademas s/Stanley P. Goldstein s/Hugh B. Price
John Brademas Stanley P. Goldstein Hugh B. Price
Director Director Director
s/R. W. Bromery s/Helene L. Kaplan s/F. V. Salerno
Randolph W. Bromery Helene L. Kaplan Frederic V. Salerno
Director Director Vice Chairman and Director
s/R. Carrion s/Elizabeth T. Kennan s/Walter V. Shipley
Richard L. Carrion Elizabeth T. Kennan Walter V. Shipley
Director Director Director
s/J. R. de Vink s/Edward E. Phillips s/John R. Stafford
Lodewijk J.R. de Vink Edward E. Phillips John R. Stafford
Director Director Director
State of New York )
)ss.:
County of New York )
On the 18th day of April, 1996, personally appeared before
me each of the Directors, all, to me known and known to me to be
the persons described in and who executed the foregoing
instrument, and each such person duly acknowledged to me that he
or she executed and delivered the same for the purposes therein
expressed.
Witness my hand and official seal this 18th day of April, 1996
s/Robert W. Erb
Robert Erb
Notary Public, State of New York
Qualified in New York County
Commission Expires January 31, 1997
