Original Electronically Transmitted to the Securities and
Exchange Commission on July 19, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation No. 13-3180909
1095 Avenue of the Americas, New York, New York 10036
Telephone Number 212 395-2121
NYNEX Corporation Non-Employee Director Pension Plan
Agent for Service
Mel Meskin
Vice President and Comptroller
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Telephone Number 212 395-1020
Please send copies of all communications to:
Morrison DeS. Webb, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price offering registration
registered registered per share* price* fee
Common Stock--par
value $1 per share 50,000 shares $44.8125 $2,240,625.00 $772.63
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* Estimated solely for the purpose of calculating the
registration fee and calculated in accordance with Rule
457(h) based upon the average of the high and low prices
per share of Common Stock of NYNEX Corporation as quoted
on the New York Stock Exchange -- Composite Transactions
listing for July 16, 1996.
There are also registered hereunder such additional
indeterminate number of shares of Common Stock of NYNEX
Corporation as may be issued as a result of the antidilution
provisions of the NYNEX Corporation Non-Employee Director
Pension Plan.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation
("NYNEX"), File No. 1-8608, with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated
herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year
ended December 31, 1995;
(2) NYNEX's Quarterly Reports on Form 10-Q for the
period ended March 31, 1996; and
(3) NYNEX's Current Reports on Form 8-K, dates of
reports April 21, 1996 and July 2, 1996, filed with
the SEC on April 23, 1996 and July 3, 1996,
respectively; and
(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.
All documents filed pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to termination of the
offering shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the
date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and consolidated
financial statement schedules of NYNEX and its subsidiaries
included or incorporated by reference in NYNEX's Annual
Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in this Registration Statement,
have been incorporated herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and
auditing.
The legality of the securities offered hereby will be
passed upon for NYNEX by Morrison DeS. Webb, Executive Vice
President and General Counsel.
Item 6. 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,
<PAGE>
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.
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
<PAGE>
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.
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 8. Exhibits.
The following documents are filed as Exhibits hereto:
Exhibit
Number
4 NYNEX Corporation Non-Employee Director Pension
Plan (Amended and Restated as of August 1, 1996)
(Exhibit No. 99 to the Registrant's Proxy
Statement dated March 18, 1996)
5 Opinion of Morrison DeS. Webb, Executive Vice
President and General Counsel, NYNEX Corporation,
as to the legality of the securities being
registered.
23-a Consent of Coopers & Lybrand L.L.P.
23-b Consent of Morrison DeS. Webb, Executive Vice
President and General Counsel, NYNEX Corporation,
filed as Exhibit 5.
24 Powers of Attorney executed by Officers and
Directors who signed this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered
hereby, 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 the
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;
<PAGE>
(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) 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.
(b) 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.
(c) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in The City of
New York and the State of New York on the 19th day of July, 1996.
NYNEX Corporation
By /s/ M. Meskin
(Mel Meskin, Vice President
and Comptroller)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement or amendment thereto has
been signed below by the following persons in the capacities
and on the date indicated.
Principal Executive Officer:
Ivan G. Seidenberg*
Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
Frederic V. Salerno*
Vice Chairman - Finance
and Business Development
Principal Accounting Officer:
Mel Meskin
Vice President and Comptroller
*By /s/ M. Meskin
(Mel Meskin, as attorney-in-
fact and on his own behalf as
Principal Accounting Officer)
A Majority of Directors:
John Brademas*
R. Carrion*
J. R. de Vink*
Stanley P. Goldstein*
Helene L. Kaplan* July 19, 1996
Elizabeth T. Kennan*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
Exhibit 5
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
(212) 395-1020
Morrison DeS. Webb
Executive Vice President and General Counsel
NYNEX Logo
July 19, 1996
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Dear Sirs:
In connection with the proposed filing by NYNEX
Corporation (the "Company") under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8
("Registration Statement") relating to the registration of
50,000 shares of the Company's Common Stock (the "Shares")
which may be purchased under the Company's Non-Employee
Director Pension Plan (the "Plan"), I am of the opinion
that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Delaware.
2. The Plan has been duly adopted and issuance of the
Shares has been duly authorized by the Company by
appropriate corporate action.
3. Upon issuance of the Shares and payment therefor
in accordance with (a) the Plan and (b) the
resolutions of the Board of Directors and
stockholders of the Company relating to the Plan
and the offer and sale of the Shares, the Shares
will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing with the Securities and
Exchange Commission of this Opinion as an exhibit to the
Registration Statement and to the use of my name under the
heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/Morrison DeS. Webb
MORRISON DeS. WEBB
Executive Vice President
and General Counsel
Exhibit 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of NYNEX Corporation on Form S-8,
relating to the registration of 50,000 shares of Common
Stock for the NYNEX Corporation Non-Employee Director
Pension Plan, of our report dated February 5, 1996 on our
audits of the consolidated financial statements of NYNEX
Corporation and its subsidiaries as of December 31, 1995 and
1994 and for each of the three years in the period ended
December 31, 1995, which report is incorporated by reference
in the 1995 Annual Report on Form 10-K of NYNEX Corporation.
We further consent to the incorporation by reference in this
Registration Statement of our report dated February 5, 1996
on our audit of the consolidated financial statement
schedules of NYNEX Corporation and its subsidiaries as of
December 31, 1995 and 1994 and for each of the three years
in the period ended December 31, 1995, which report is
included in the 1995 Annual Report on Form 10-K of NYNEX
Corporation.
We further consent to reference to our Firm under the
caption "Interests of Named Experts and Counsel" in this
Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
July 19, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to additional shares of the Company's Common Stock
(par value $1.00 per share) to be offered under the Company's Non-
Employee Director Pension Plan; and
WHEREAS, each of the undersigned is an officer or both an
officer and a director of the Company;
NOW, THEREFORE, each of the undersigned hereby constitutes
and appoints Ivan G. Seidenberg, Frederic V. Salerno and Mel
Meskin, and each of them severally as attorneys for the
undersigned and in the undersigned's name, place and stead, and
in each of his offices and capacities as an officer or as both an
officer and director of the Company, to execute and file such
registration statement with respect to the additional shares of
the Company's Common Stock (par value $1.00 per share) to be
offered under the Company's Non-Employee Director Pension Plan,
and thereafter to execute and file any amended registration
statement or statements (including any post-effective amendments
thereto) and any supplements thereto, with all exhibits thereto
and other documents in connection therewith, hereby giving and
granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary and/or desirable to be done in and about the premises
as fully, to all intents and purposes, as the undersigned might
or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney this 16th day of July, 1996.
/s/ Ivan Seidenberg /s/ FV Salerno /s/ M. Meskin
Ivan G. Seidenberg Frederic V. Salerno Mel Meskin
Chairman of the Board Vice Chairman - Finance Vice President and
and Chief Executive and Business Development Comptroller
Officer
State of New York )
)ss.:
County of New York )
On the 16th day of July, 1996 personally appeared before me,
Ivan G. Seidenberg, Frederic V. Salerno and Mel Meskin, to me
known and known to me to be the persons described in and who
executed the foregoing instrument, and they severally duly
acknowledged to me that they and each of them executed and
delivered the same for the purposes therein expressed.
Witness my hand and official seal this 16th day of July, 1996.
/s/ Darlene D. Kleiner
Darlene D. Kleiner
Notary Public, State of New York
No. 31-6015480
Qualified in New York County
Commission Expires 6/30/98
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file with
the Securities and Exchange Commission, under the provisions of
the Securities Act of 1933, as amended, a registration statement
with respect to shares of the Company's Common Stock (par value
$1.00 per share) to be offered under the Company's Non-Employee
Director Pension Plan; and
WHEREAS, each of the undersigned is a director of the
Company;
NOW, THEREFORE, each of the undersigned hereby constitutes
and appoints Ivan G. Seidenberg, Frederic V. Salerno and Mel
Meskin, and each of them severally, as attorneys for the
undersigned and in each of the undersigned's name, place and
stead as a director of the Company, to execute and file such
registration statement with respect to the shares of the
Company's Common Stock (par value $1.00 per share) to be offered
under the Company's Non-Employee Director Pension Plan, and
thereafter to execute and file any amended registration statement
or statements (including any post-effective amendments thereto)
and any supplements thereto, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to
said attorneys full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary and/or
desirable to be done in and about the premises as fully, to all
intents and purposes, as each of the undersigned might or could
do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney this 18th day of July, 1996.
/s/ John Brademas /s/ Helene L. Kaplan -
John Brademas Helene L. Kaplan Hugh B. Price
Director Director Director
/s/ RL Carrion /s/ Elizabeth T. Kennan /s/ Walter V. Shipley
Richard L. Carrion Elizabeth T. Kennan Walter V. Shipley
Director Director Director
/s/ JR de Vink - /s/ John R. Stafford
Lodewijk J.R. de Vink Edward E. Phillips John R. Stafford
Director Director Director
/s/ Stanley P Goldstein
Stanley P. Goldstein
Director
State of New York )
)ss.:
County of New York )
On the 18th day of July, 1996, personally appeared before me
each of the Directors, all, to me known and known to me to be the
persons described in and who executed the foregoing instrument,
and each such person duly acknowledged to me that he or she
executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 18th day of July, 1996
/s/ Robert W. Erb
Robert Erb
Notary Public, State of New York
No. 31-4808105
Qualified in New York County
Commission Expires January 31, 1997
