Post-Effective Amendment No. 2 to Registration Statement No. 33-53693
Post-Effective Amendment No. 3 to Registration Statement No. 33-33592
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENTS
to
Form S-3
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
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NYNEX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1095 Avenue of the Americas 13-3180909
- --------------- New York, New York l0036 ----------------
(State or other (212) 395-2121 (I.R.S. Employer
jurisdiction of --------------------------------- Identification No.)
incorporation or (Address, including zip code, and
organization) 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
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(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. 2 to
Registration Statement No. 33-53693 and Post-Effective Amendment No. 3 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.
<PAGE>
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 NOVEMBER 6, 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 NYNEX, or by NYNEX's subsidiaries,
Weatherly Holdings L.L.C., a Delaware limited liability company ("Weatherly
Holdings") or 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. See "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.
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.
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<PAGE>
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.
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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.
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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.
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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, July 2, 1996 and October 22, 1996, filed with the
SEC on April 23, 1996, July 3, 1996 and October 24, 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
<PAGE>
(5) Joint Proxy Statement/Prospectus dated September 9, 1996 of
Bell Atlantic Corporation and NYNEX.
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, 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
<PAGE>
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 Companies may be, subject to the
approval of the regulatory commissions having jurisdiction over such
subsidiaries (including the Federal Communications Commission).
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,
1996 Year Ended December 31,
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(unaudited) 1995 1994 1993 1992 1991
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3.26 2.90 2.35 .44* 3.32 1.93
* 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 2,964,697
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 event 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".
<PAGE>
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 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 October 31, 1996, NYNEX had outstanding 454,594,159 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
<PAGE>
or otherwise. These provisions may have the effect of delaying, deferring or
preventing a 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
<PAGE>
annual rate of dividends as necessary to reflect any reclassification,
recapitalization or similar 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 ll(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 exercise price of the Right, Common Stock (or, in
<PAGE>
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
<PAGE>
have 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 dividing by the
<PAGE>
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 and
<PAGE>
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 securities, whether such securities will be
<PAGE>
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 the
<PAGE>
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, premium or interest
<PAGE>
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
<PAGE>
with securities held for the 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. The term "United States Alien" means any corporation,
<PAGE>
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 of such series in the manner and on the terms described in
<PAGE>
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;
<PAGE>
(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;
(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)
<PAGE>
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 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
<PAGE>
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)
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 l009 (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
<PAGE>
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.
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
<PAGE>
Securities will be given by mail to the addresses of such holders as they appear
in the Security Register. (Sections 101 and 106)
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.
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.
<PAGE>
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 not be 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. 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
Weatherly Holdings owns a controlling and managing member interest and
Mandalay Investors L.L.C., a Delaware limited liability company controlled and
managed by entities unaffiliated with NYNEX ("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
<PAGE>
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.
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.
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 by having 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.
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 above. 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), but 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
<PAGE>
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 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>
================================================================================
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 NYNEX CORPORATION
having been authorized by NYNEX or any
underwriter, dealer or agent. Neither this
Prospectus Supplement nor the accompanying [NYNEX LOGO]
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
Prospectus nor any sale made hereunder or
thereunder shall, under any circumstances, ------------------
create any implication that the information
herein or therein is correct as of any time
subsequent to the date hereof or thereof or that
there has been no change in the affairs of NYNEX
since such date.
---------------
Table of Contents
Page
----
Available Information.........................2
Incorporation of Documents
by Reference ...............................2
NYNEX Corporation.............................3
Ratio of Earnings to Fixed Charges............4
Use of Proceeds...............................4
Description of Common Stock...................5
Description of Preferred Stock ..............11
Description of Debt Securities...............15
Risk Factors Relating to Currencies..........28
Plan of Distribution ........................28
Experts......................................31
Legal Matters ...............................31
, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
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
========
- ----------------------
*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 6th day of November, 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
/s/ F.V. Salerno
Principal Financial Officer: ---------------------------------
F. V. Salerno Vice Chairman -
Finance and Business Development
/s/ M. Meskin
Principal Accounting Officer: ---------------------------------
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 Seidenberg
Edward E. Phillips* ---------------------------------
Hugh B. Price* (Ivan G. Seidenberg, as attorney-
F. V. Salerno* in-fact and on his own behalf as
Ivan G. Seidenberg Principal Executive Officer)
Walter V. Shipley*
John R. Stafford*
November 6, 1996
II - 5
<PAGE>
EXHIBIT INDEX
Document Exhibit No.
- ------------------------------------------------------------- -----------
Consent of Coopers & Lybrand, L.L.P., independent accountants 23(a)
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 (Post-Effective Amendment No. 2 to Registration
Statement No. 33-53693 and Post-Effective Amendment No. 3 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 LLP
New York, New York
November 6, 1996
