Original Electronically Transmitted to the
Securities and Exchange Commission on July 25, 1997 Registration No. 333-
Post-Effective Amendment No.1 to Registration Statement No. 333-20077
Post-Effective Amendment No. 4 to Registration Statement No. 33-49105
Post-Effective Amendment No. 2 to Registration Statement No. 33-23156
Post-Effective Amendment No. 4 to Registration Statement No. 2-95141
Post-Effective Amendment No. 3 to Registration Statement No. 2-87850
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
NYNEX CORPORATION
(Exact Name of Registrant as Specified in Its Charter
Delaware 1095 Avenue of the Americas 13-3180909
(State of Jurisdiction of New York, New York 10036 (I.R.S. Employer
incorporation or organization) (212) 395-2121 Identification No.)
(Address, including zip code, and telephone number including area
code, of registrant's principal executive offices)
Share Owner Dividend Reinvestment and Stock Purchase Plan
Mel Meskin
Vice President and Comptroller
NYNEX Corporation
1095 Avenue of Americas
New York, New York 10036
(212) 395-1020
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
Please address a copy of all communications to
MORRISON DeS. WEBB, ESQ.
Executive Vice President, General Counsel and Secretary
NYNEX Corporation
1095 Avenue of Americas
New York, New York 10036
---------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box |X|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. | |
If this form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering | | ______________________________
If this Form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the effective registration statement for the
same offering. | | __________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered Price per Unit (1) Aggregate Offering Registration Fee
Price(1)
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock(2) - par value 800,000 $52.63 $42,104,000 $12,758.79
$1 per share
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rule 457 (c) 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 18, 1997.
(2) Includes Junior Participating Preferred Stock and related purchase rights,
which prior to the occurrence of certain events will not be exercisable or
evidenced separately from the Common Stock.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to Registration Statement Nos. 2-87850,
2-95141, 33-23156, 33-49105 and 333-20077, previously filed by the Registrant on
Form S-3 and declared effective on November 16, 1983, January 23, 1985, August
10, 1988, October 29, 1992 and January 21, 1997, respectively. This Registration
Statement is a new Registration Statement and also constitutes Post-Effective
Amendment No. 3 to Registration Statement No. 2-87850, Post-Effective Amendment
No. 4 to Registration Statement No. 2-95141, Post-Effective Amendment No. 2 to
Registration Statement No. 33-23156, Post-Effective Amendment No. 4 to
Registration Statement No. 33-49105 and Post-Effective Amendment No. 1 to
Registration Statement No. 333-20077.
<PAGE>
PROSPECTUS
NYNEX
SHARE OWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Share Owner Dividend Reinvestment and Stock Purchase Plan ("Plan") of
NYNEX Corporation ("NYNEX") provides holders of NYNEX Common Stock ("Shares")
with a simple and convenient method of purchasing additional Shares through
investment of cash dividends on NYNEX Shares and optional payments. At the
discretion of NYNEX, Shares offered under the Plan may be purchased directly
from NYNEX (newly issued Shares and treasury Shares) without fees of any kind
and in the open market at brokerage costs anticipated to be below published
commission rates (see Question 2). Any holder of record of at least five Shares
is eligible to join the Plan.
Investment options offered under the Plan are:
Full Dividend Reinvestment-Reinvest cash dividends on all Shares held (five
Share minimum). Participants may also make optional payments of at least $25 per
check and up to an aggregate of $100,000 per calendar year.
Partial Dividend Reinvestment-Reinvest cash dividends on less than all
Shares held but not fewer than five shares and continue to receive cash
dividends on the other Shares. Participants may also make optional payments of
at least $25 per check and up to an aggregate of $100,000 per calendar year.
Optional Payments Only-Invest only by making optional payments at any time,
of at least $25 per check and up to an aggregate of $100,000 per calendar year.
Dividends on Shares held in the participant's account under the Plan are
automatically reinvested in additional Shares regardless of which investment
option is selected. A minimum of five Shares must be enrolled in the Plan to
continue participation in the Plan.
The Purchase Price ("Price") of Shares purchased with reinvested cash
dividends or with optional payments will be (a) if purchased directly from
NYNEX, the average of the high and low sale prices of the Shares on the New York
Stock Exchange ("NYSE") Composite Transactions Listing on the day of purchase
and (b) if purchased in the open market, the average cost of such Shares,
including brokerage commissions, incurred in connection with the purchase of
such Shares in the open market during the investment period (see Questions 11
and 12).
This Prospectus relates to Shares purchased directly from NYNEX (both newly
issued Shares and treasury Shares) and to Shares purchased from time to time in
the open market and applies to cash dividends reinvested and optional payments
received on or after January 1, 1994. It is suggested that this Prospectus be
retained for future reference.
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 COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Dated July 25, 1997
<PAGE>
AVAILABLE INFORMATION
NYNEX is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
("SEC"). Such reports, proxy statements 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 60661-2511. 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. Such material can also be inspected at the New York,
Boston, Chicago, Pacific and Philadelphia Stock Exchanges.
NYNEX has filed with the SEC Registration Statements on Form S-3 (together
with all amendments and exhibits thereto, "Registration Statements") under the
Securities Act of 1933, as amended ("Securities Act"), covering the securities
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statements, certain parts of which are omitted from
this Prospectus in accordance with the rules and regulations of the SEC. For
further information, reference is made to the Registration Statement.
---------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by NYNEX with the SEC (File No.
1-8608) and are hereby incorporated herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended December 31, 1996
filed pursuant to Section 13(a) or 15(d) of the Exchange Act;
(2) NYNEX's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(3) 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.
2
<PAGE>
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus 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 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 or in any prospectus supplement
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.
Copies of the above documents (excluding exhibits to such documents, unless
such exhibits have been specifically incorporated by reference therein) may be
obtained upon request without charge from the Treasurer of NYNEX, 1095 Avenue of
the Americas, New York, NY 10036 (telephone number 212 395-1000).
THE COMPANY
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 (telephone number 212 395-2121).
THE PLAN
The following questions and answers constitute the provisions of the Plan.
Purpose and Advantages
1. What is the purpose of the Plan?
--------------------------------
The purpose of the Plan is to provide holders of record of NYNEX Shares
with a method of investing cash dividends and optional payments in additional
Shares. At the discretion of NYNEX, such reinvested cash dividends and optional
payments will be used to purchase Shares directly from NYNEX (newly issued
Shares and treasury Shares) or in the open market or through any combination of
the foregoing. To the extent that such additional Shares are purchased directly
from NYNEX, NYNEX will use the funds received for general corporate purposes.
2. What are the advantages of the Plan?
------------------------------------
Shares may be purchased with reinvested cash dividends on all or less than
all of the NYNEX Shares registered in a participant's name (five Share minimum).
In addition, participants may make optional payments, not less than $25 per
check, up to an aggregate of $100,000 per calendar year.
3
<PAGE>
No commission or service charge is paid by participants in connection with
purchases made directly from NYNEX under the Plan. To the extent that any
purchases are made in the open market under the Plan in a given investment
period, brokerage commissions are paid and allocated among all participants in
such investment period (see Questions 11 and 12). The funds of all participants
are aggregated for the purpose of purchasing Shares in large volume, so that the
commission savings on such purchases are passed on to participants. No other fee
or service charge is paid by participants in connection with purchases made in
the open market.
Full investment of funds is possible because the Plan permits fractions of
Shares, as well as whole Shares, to be credited to a participant's account. In
addition, cash dividends in respect of such fractions, as well as whole Shares,
will be credited to a participant's account. Dividends on the Shares held in a
participant's account under the Plan are automatically reinvested in additional
Shares. (See Question 19 regarding NYNEX's right to terminate any account under
the Plan with less than five whole Shares.)
NYNEX assures safekeeping of Shares held in a participant's account under
the Plan since certificates for such Shares are not issued unless requested by
the participant (see Question 17). Regular statements of account provide
simplified recordkeeping. The Plan also provides for the safekeeping of stock
certificates for Shares held in the possession of the participant. These stock
certificates should be sent by registered or certified mail to the Plan
Administrator at the address shown in Question 3. These certificates will be
added to the Shares in the participant's Plan account and will appear in
subsequent statements of account in combination with such participant's previous
Plan Shares and dividends. Dividends on these Shares will be automatically
reinvested to purchase additional NYNEX Shares.
Administration
3. Who administers the Plan for participants?
------------------------------------------
The First National Bank of Boston ("Bank of Boston") ("Administrator") has
been designated by NYNEX to administer the Plan for participants, keep records,
send statements of account to participants and perform other duties relating to
the Plan. The address and telephone number for information about the Plan are:
FOR INFORMATION ABOUT THE
NYNEX PLAN
call Boston EquiServe toll free:
800 358-1133
Outside the continental United States call collect:
617 575-2407
or
Write to: NYNEX Corporation
c/o Boston EquiServe
P.O. Box 370042
Boston, MA 02241-0742
All written notices and requests concerning the Plan
should be mailed to the above address. Please include a telephone number in your
letter where you can be reached during business hours.
---------------------
4
<PAGE>
Optional Payments, by check or money order payable to NYNEX in United
States dollars, should also be mailed to the above address.
NYNEX has the authority to designate an agent ("Purchasing Agent") to
purchase Shares in the open market (see Questions 1, 12 and 13).
Participation
4. How does a stockholder participate?
-----------------------------------
A holder of record of at least five Shares may join the Plan by signing the
Authorization Form and returning it to the Administrator. An Authorization Form
and postage-paid envelope may be obtained at any time by contacting the
Administrator (see Question 3).
To continue as a participant in the Plan, a holder must maintain at least
five enrolled Shares. Enrolled Shares are Shares a participant holds in his
possession with dividends reinvested or Shares held in the Plan with automatic
reinvestment of dividends, or a combination of both.
5. When may a stockholder join the Plan?
-------------------------------------
A holder of record of at least five Shares may join the Plan at any time.
The Authorization Form must be received by the Administrator no later than
the record date for payment of the dividend in order to reinvest that dividend
(see Question 7).
An optional payment may be made when joining by enclosing a check or money
order (payable to NYNEX in United States dollars) with the Authorization Form.
6. What does the Authorization Form provide?
-----------------------------------------
The Authorization Form provides for the purchase of additional Shares
through the following investment options offered under the Plan:
Full Dividend Reinvestment-Reinvest cash dividends on all Shares held (five
Share minimum) by a participant, and, if desired, invest by making optional
payments of at least $25 per check and up to an aggregate of $100,000 per
calendar year.
Partial Dividend Reinvestment-Reinvest cash dividends on less than all Shares
held (five Share minimum) by a participant and continue to receive cash
dividends on the other Shares, and, if desired, invest by making optional
payments of at least $25 per check and up to an aggregate of $100,000 per
calendar year.
Optional Payments Only-Invest only by making optional payments at any time of at
least $25 per check and up to an aggregate of $100,000 per calendar year.
Dividends on Shares held in a participant's account under the Plan are
automatically reinvested in additional Shares regardless of which investment
option is selected.
5
<PAGE>
A participant's account under the Plan consists of Shares for which a
participant elects reinvestment of cash dividends, as well as new Shares
purchased with reinvested cash dividends or optional payments.
7. When must the Authorization Form be received by the Administrator to begin
--------------------------------------------------------------------------
(or change) participation in the Plan for the reinvestment of cash
------------------------------------------------------------------
dividends?
----------
The Authorization Form must be received by the Administrator no later
than the record date for payment of the dividend. The following table
indicates the dates by which the Authorization Form must be received by the
Administrator to begin (or change) participation in the Plan for the
reinvestment of cash dividends based on the current NYNEX dividend payment
schedule. A new Authorization Form need not be submitted for subsequent
quarters unless a change in investment option is desired.
The Authorization Form may be submitted at any time. However, subject
to any change in the NYNEX dividend payment schedule, such form will be
effective as follows:
To Begin (or Change the
It Must Be Received by the Investment Option for)
Record Date in the Month of: Dividend Reinvestment as
of the First Day of:
----------------------------------------------------------------
April ...................................... May
July ....................................... August
October .................................... November
January .................................... February
(See Question 12 as to when Shares are purchased under the Plan.)
8. How may a participant change options under the Plan?
----------------------------------------------------
A participant may change the investment option at any time by signing a new
Authorization Form and returning it to the Administrator. An Authorization Form
and postage-paid envelope may be obtained at any time by contacting the
Administrator (see Question 3). Any change in option with respect to
reinvestment of cash dividends must be received by the Administrator by the
record date for a dividend to permit the new authorization to apply to that
dividend (see Questions 7 and 20).
Optional Payments
9. How and when can optional payments be made?
-------------------------------------------
When selecting the Optional Payment Only option, the initial payment can be
made by enclosing a check or money order (payable to NYNEX in United States
dollars) with a completed Authorization Form. Funds received for the initial
purchase must be sufficient to purchase at least five whole Shares if there are
no other Shares in the participant's account under the Plan (see Question 19).
Optional payments may be made at any time of at least $25 per check and up
to an aggregate of $100,000 per calendar year. However, optional payments
received by the Administrator no later than the third business day prior to the
end of a month will be invested as described in detail (See Question 12).
Optional
6
<PAGE>
payments received after the third business day prior to the end of a month
will be deposited and will be deemed for purposes of the Plan to have been
timely received by the Administrator in the next month. Post-dated checks
will be treated as if received on the check date. A Statement of Account
will be sent to the participant as the receipt of the optional payment.
Attached to the Statement of Account is an Optional Payment Form for use in
making future payments.
Since interest is not paid on funds held by NYNEX or the Administrator
pending investment, participants are urged to time each optional payment so
as to be received by NYNEX on or shortly before the third business day
prior to the end of a month, thereby minimizing the time between payment
and investment. Sufficient time should, however, be allowed for receipt no
later than the third business day prior to the end of a month. Participants
have the right to withdraw optional payments, provided that written
notification of such a withdrawal is received no later than two days prior
to investment of such participant's payment.
Optional payments must be at least $25 per check and may not exceed an
aggregate of $100,000 per calendar year, based on when such optional
payments are actually received by the Administrator and not when they are
used to purchase Shares. Optional payments of less than the minimum amount
per check and optional payments in excess of the maximum for the calendar
year will be refunded. For example, if the Administrator received an
optional payment check for $20, which does not meet the $25 per check
minimum, the $20 would be refunded. Similarly, if the Administrator
received an aggregate of $90,000 in optional payments through October of a
calendar year and an additional optional payment of $25,000 is made on
December 20, $15,000 would exceed the $100,000 per calendar year limit and,
therefore, would be refunded.
10. When will initial cash dividends be paid on Shares purchased with optional
--------------------------------------------------------------------------
payments?
---------
Shares purchased prior to the ex-dividend date for the payment of a
dividend (i.e., two business days prior to the record date as shown in
Question 7) will be entitled to such dividend. For example, if the dividend
payment date were August 1, the record date for such dividend would be
during the month of July. Shares purchased with optional payments during
the July investment period (received by the Administrator no later than the
third business day prior to the end of June) would be entitled to the
August 1 dividend.
Costs
11. Are there any expenses to participants in connection with purchases under
-------------------------------------------------------------------------
the Plan?
---------
Brokerage fees are paid and allocated among participants in connection
with purchases made in the open market under the Plan (see Questions 2 and
12). All other costs of administration of the Plan are paid by NYNEX.
7
<PAGE>
Purchases
12. What will be the Price of Shares purchased under the Plan and when will
-----------------------------------------------------------------------
purchases be made?
------------------
The Price of Shares purchased directly from NYNEX with reinvested cash
dividends or with optional payments will be the average of the high and low
sale prices of Shares on the NYSE Composite Transactions Listing on the day
of purchase (or the trading day immediately following the day of purchase,
if the NYSE is closed on the day of purchase). The day of purchase for such
Shares will be (a) for optional payments, the first business day of each
month for which any optional payment has been received from the participant
timely in the prior month (see Question 9) and (b) for reinvested cash
dividends, the dividend payment date.
If there is no trading in the Shares on the NYSE for a substantial
amount of time during any such trading day, the Price shall be determined
by NYNEX on the basis of such market quotations as it shall deem
appropriate. No Shares will be sold under the Plan at less than the par
value of such Shares.
The Price of Shares purchased in the open market with reinvested cash
dividends or with optional payments will be the average cost of such
Shares, including brokerage commissions, incurred in connection with the
purchase of such Shares during the investment period. The Price would be
determined by dividing the cost of all Shares purchased with optional
payments and reinvested cash dividends during the investment period
(including all brokerage commissions) by the total number of Shares
purchased during such period. The investment period will be determined by
the Purchasing Agent in compliance with any applicable Federal securities
laws. With respect to a month in which a dividend is payable, timely
optional payments (see Question 9) will be aggregated with reinvested cash
dividends for the purpose of determining the total amount of funds to be
invested.
In the event that there are purchases of Shares made both directly
from NYNEX and in the open market within a single investment period, the
Price of Shares will be the weighted average of (a) the Price of all Shares
purchased directly from NYNEX and (b) the Price of all Shares purchased in
the open market during that investment period.
NYNEX will have full discretion as to whether Shares purchased under
the Plan will be newly issued Shares, treasury Shares, Shares purchased in
the open market by a Purchasing Agent or any combination of the foregoing.
(See Questions 1 and 13).
13. Who will make purchases of Shares in the open market under the Plan?
--------------------------------------------------------------------
NYNEX has designated a Purchasing Agent to make purchases of Shares in
the open market. Subject to certain limitations, the Purchasing Agent has
full discretion as to all matters relating to such purchases, including
determining the number of Shares, if any, to be purchased on any day or at
any time of that day, the prices paid for such Shares, the markets on which
such purchases are made, and the persons (including other brokers and
dealers) from or through whom such purchases are made.
8
<PAGE>
14. How many Shares will be purchased for participants?
---------------------------------------------------
Each participant's account will be credited with that number of
Shares, including fractions computed to three decimal places, equal to the
amount invested divided by the applicable Price (see Question 12).
Reports to Participants
15. What reports will be sent to participants in the Plan?
------------------------------------------------------
Each participant in the Plan will receive a Statement of Account each
quarter showing amounts invested, Prices per Share, Shares purchased whole
and fractional, dates Shares were allocated to the participant's account
and other information for the year to date. In addition, participants who
make transactions to their Plan account during the quarter will receive a
Statement of Account as soon as practical after such activity. Each
participant will receive the same communications sent to every other holder
of Shares.
Dividends
16. Will a participant's account be credited with dividends on fractions of
-----------------------------------------------------------------------
Shares?
-------
Yes. A participant's account will be credited with dividends on
fractions of Shares.
Issuance of Stock
17. Will certificates be issued for Shares purchased?
-------------------------------------------------
Shares purchased under the Plan will be registered in the name of
NYNEX, as agent for participants in the Plan, and certificates for such
Shares will not be issued to a participant unless requested. This protects
against loss, theft or destruction of stock certificates.
The number of Shares in an account under the Plan will be shown on the
participant's quarterly Statement of Account.
Certificates for any number of whole Shares held in an account under
the Plan will be issued within approximately two weeks after receipt of a
written request. Such requests should be signed by the participant (or
participants if a joint registration) who wishes to remain in the Plan.
This request should be mailed to the Administrator (see Question 3). Any
remaining whole Shares and fractions of a Share will continue to be held by
NYNEX, as agent, in the participant's account under the Plan, provided that
there are at least five whole Shares in the account (see Question 19).
Certificates for a fractional Share will not be issued under any
circumstances.
Shares held in the account of a participant under the Plan for which
certificates have not been issued may not be pledged. A participant who
wishes to pledge such Shares must request that certificates for such Shares
be issued in the participant's name.
9
<PAGE>
An institution that is required by law to maintain physical possession
of certificates may request a special arrangement regarding the issuance of
certificates for Shares purchased under the Plan. This request should be
mailed to the Administrator (see Question 3).
18. In whose name will certificates be registered when issued?
----------------------------------------------------------
Accounts under the Plan are maintained in the names in which the
participants were registered at the time they entered the Plan, unless a
participant's registration is subsequently changed. Certificates for whole
Shares will be similarly registered when issued.
Upon written request, certificates also can be registered and issued
in names other than the account name, subject to compliance with any
applicable laws and the payment by the participant of any applicable taxes,
provided that the request bears the signature of the participant and the
signature is guaranteed by a commercial bank, a trust company, a brokerage
firm that is a member firm of one of the stock exchanges, the stamp
program, or other qualified institutions.
Termination
19. How is participation in the Plan terminated?
--------------------------------------------
In order to terminate participation in the Plan, a participant (or
participants if a joint registration) should send a written request to the
Administrator (see Question 3). When participation in the Plan is
terminated, certificates for all whole Shares held in the participant's
account under the Plan (for which certificates have not previously been
issued) will be issued and a cash payment will be made for any fraction of
a Share. When the account balance under the Plan is zero and dividends are
reinvested on less than five Shares, the account will be closed.
Upon termination, the participant may request that up to 199 whole
Shares (for which certificates have not previously been issued) and any
fraction of a Share held in the account be sold. Upon receipt of the
written request, the sale normally will be made for the account of the
participant by the independent fiduciary institution designated by NYNEX.
The proceeds of the sale, less any brokerage commission and any transfer
tax, will be forwarded to the participant. Terminations will automatically
close the account under the Plan in cases were there are fewer than five
whole Shares enrolled in the Plan.
NYNEX reserves the right to automatically terminate a participant's
account under the Plan if such account does not contain at least five whole
Shares. A certificate for whole Shares held in the participant's account
under the Plan (for which certificates have not previously been issued)
will be issued and a cash payment will be made for any fraction of a Share.
As stated in Question 6, a participant's account under the Plan consists of
Shares for which a participant elects reinvestment of cash dividends, as
well as new Shares purchased with reinvested cash dividends or optional
payments.
20. When may participation in the Plan be terminated?
-------------------------------------------------
Participation in the Plan may be terminated at any time. However, in
order to effect such termination, the Administrator (see Question 3) must
receive written
10
<PAGE>
notification thereof (a) with respect to reinvested cash dividends, no
later than the fifth business day prior to the dividend payment date and
(b) with respect to optional payments, no later than the third business day
prior to the end of the month in which the optional payment was made or
deemed to have been made. However, participants have the right to withdraw
any and all optional payments, provided that written notification of such a
withdrawal is received no later than two days prior to investment of such
participant's payment (see Question 9).
Sale of Shares
21. Will the sale of Shares automatically terminate participation in the Plan?
--------------------------------------------------------------------------
The sale of Shares will not terminate participation of the account
under the Plan, as long as a minimum of five whole Shares continue to be
enrolled in the Plan.
A request to sell up to 199 whole Shares and any fraction of a Share
may be made at any time. In order to sell Shares, a participant (or
participants if a joint registration) should send a written request to the
Administrator (see Question 3).
Upon receipt of the written request, the sale normally will be made
for the account of the participant by the independent fiduciary institution
designated by NYNEX. The proceeds of the sale, less any brokerage
commission and any transfer tax, will be forwarded to the participant.
If at any time there are fewer than five whole Shares enrolled in the
Plan, participation in the Plan will be terminated. A certificate for whole
Shares held in the participant's account under the Plan (for which
certificates have not previously been issued) will be issued and a cash
payment will be made for any fraction of a Share.
Other Information
22. What happens when a participant who is reinvesting the cash dividends on
------------------------------------------------------------------------
all or part of the Shares registered in the participant's name sells or
-----------------------------------------------------------------------
transfers a portion of such Shares?
-----------------------------------
If a participant who is reinvesting the cash dividends on all of the
Shares registered in the participant's name disposes of a portion of such
Shares, NYNEX will continue to reinvest the cash dividends on the remainder
of the Shares, provided that the participant's account continues to contain
at least five whole Shares enrolled in the Plan.
If a participant who is reinvesting the cash dividends on a portion of
the Shares registered in the participant's name disposes of any of such
Shares, NYNEX will continue to reinvest the cash dividends on the remainder
of the Shares up to the number of Shares originally authorized. For
example, if a participant authorized NYNEX to reinvest the cash dividends
on 50 Shares of a total of 100 Shares registered in the participant's name,
and then the participant disposed of 25 Shares, NYNEX would continue to
reinvest the cash dividends on 50 of the remaining 75 Shares. If instead
the participant disposed of 75 Shares, NYNEX would continue to reinvest the
cash dividends on all of the remaining 25 Shares.
11
<PAGE>
23. What happens when a participant sells or transfers all of the Shares
--------------------------------------------------------------------
registered in the participant's name?
-------------------------------------
If a participant disposes of all of the Shares registered in the
participant's name, NYNEX will continue to reinvest the cash dividends on
the Shares held in the participant's account under the Plan until otherwise
notified, provided that there are at least five whole Shares in the account
(see Question 19).
24. What happens if NYNEX issues a stock dividend or declares a stock split?
------------------------------------------------------------------------
Any Shares distributed as a result of a stock dividend or stock split
by NYNEX on Shares held in the account of a participant under the Plan will
be added to the participant's account.
25. How will a participant's Shares be voted at meetings of stockholders?
---------------------------------------------------------------------
If a participant holds certificates for Shares, the participant will
be sent a proxy card representing both the Shares for which the participant
holds certificates and the whole Shares held by NYNEX in the participant's
Plan account. Such proxy will be voted as indicated by the participant on
the proxy. If the participant does not hold certificates for Shares, the
participant will be sent an instruction form on which to indicate how the
whole Shares held by NYNEX in the participant's Plan account are to be
voted. Fractional Shares will not be voted.
If the proxy card or instruction form is returned, and no voting
instructions are given with respect to any item thereon, all of the
participant's Shares (including whole Plan Shares) will be voted in
accordance with the recommendations of NYNEX management. This is the same
procedure that is followed for all stockholders who return proxies and do
not provide instructions. If the proxy card or instruction form is not
returned or if it is returned unsigned by the registered owner(s), none of
the participant's Shares will be voted.
26. What are the responsibilities of NYNEX, the Administrator and the
-----------------------------------------------------------------
Purchasing Agent under the Plan?
--------------------------------
Neither NYNEX, the Administrator nor the Purchasing Agent will be
liable for any act done in good faith or for any good faith omission to act
with respect to the Plan, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon
such participant's death prior to receipt of notice in writing of such
death, or with respect to the Prices or times at which, or sources from
which, Shares are purchased for participants, or with respect to any
fluctuation in market value before or after any purchase or sale of Shares.
Participants should recognize that neither NYNEX, the Administrator
nor the Purchasing Agent can assure them of a profit or protect them
against a loss on the Shares purchased under the Plan.
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of cash dividends will depend upon future earnings,
the financial condition of NYNEX and other factors.
12
<PAGE>
27. May the Plan be changed or discontinued?
----------------------------------------
NYNEX reserves the right to suspend, modify or terminate the Plan at
any time. All participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan by NYNEX,
certificates for whole Shares held in a participant's account under the
Plan (for which certificates have not previously been issued) will be
issued and a cash payment will be made with respect to any fraction of a
Share.
FEDERAL INCOME TAX MATTERS
In the opinion of NYNEX, the Federal income tax consequences for Plan
participants are as follows:
(1) A participant in the Plan will be treated for Federal income tax
purposes as having received, on the date Shares are allocated to the
participant's account, a taxable stock distribution (rather than a cash
dividend) in an amount equal to the fair market value per Share multiplied
by the number of Shares purchased with reinvested cash dividends. The fair
market value and tax basis per Share purchased with reinvested cash
dividends will be equal to the average of the high and low sale prices of
NYNEX Shares on the NYSE Composite Transactions Listing on the day Shares
purchased with reinvested cash dividends are allocated to the participant's
account. When purchasing Shares on the open market, the allocation date is
the last day Shares are purchased by the agent for a participant's account.
(2) A participant will not realize any taxable income on account of
Shares purchased with an optional payment. The tax basis of such Shares
will be the amount of the optional payment.
(3) A participant's holding period for Shares acquired pursuant to the
Plan will begin on the day following the day such Shares are allocated to
the participant's account (see Question 15).
(4) A participant will not realize any taxable income when the
participant receives certificates for whole Shares held in the
participant's account, either upon the participant's request for certain of
those Shares or upon termination of participation in or termination of the
Plan.
(5) A participant will realize gain or loss when Shares are sold or
exchanged, whether pursuant to the participant's request upon termination
of participation in the Plan (see Question 19), or by the participant after
receipt of Shares from the Plan, and, in the case of a fractional Share,
when the participant receives a cash adjustment for a fraction of a Share
held in the participant's account upon termination of participation in or
termination of the Plan; the amount of such gain or loss will be the
difference between the amount which the participant receives for the Shares
or fraction of a Share and the tax basis thereof.
If a participant has failed to furnish a valid taxpayer identification
number to the Administrator, unless the participant is exempt from the
withholding requirements described in section 3406 of the Internal Revenue
Code of 1986, as
13
<PAGE>
amended ("Code"), then the Administrator must withhold 31% from the amount
of cash dividends, the proceeds of the sale of fractional Shares and the
proceeds of any sale of up to 199 whole Shares (as described in Question
19). In addition, if a new participant fails to certify that such
participant is not subject to withholding under section 3406 on interest
and dividend payments (which withholding is imposed as a result of failure
to report all interest or dividend income on prior tax returns), then 31%
must be withheld from the amount of cash dividends. The withheld amounts
will be deducted from the amount of cash dividends and the remaining amount
will be reinvested.
In the case of those foreign stockholders whose cash dividends are
subject to United States income tax withholding under sections 1441 or 1442
of the Code, the amount of tax to be withheld will be deducted from the
amount of cash dividends and the remaining amount of cash dividends will be
reinvested.
USE OF PROCEEDS
NYNEX does not know the number of Shares, if any, which will be
purchased directly from NYNEX under the Plan or the amount of proceeds from
any such Shares. To the extent that such additional Shares are purchased
directly from NYNEX, NYNEX intends to use the proceeds from the issuance of
such Shares for general corporate purposes, which may include advances to
and additional equity investments in subsidiary companies.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of NYNEX consists of 750,000,000 shares
of common stock (par value $1 per share) and 75,000,000 shares of preferred
stock (par value $1 per share). The holders of NYNEX common stock are
entitled to such cash dividends as may be declared by the Board of
Directors out of funds legally available therefor. Stockholders are
entitled to one vote for each share of common stock. Holders of common
stock are entitled to share equally in the assets of NYNEX available for
distribution to stockholders in the event of liquidation. Holders of common
stock have no preemptive or cumulative voting rights.
The Board of Directors is authorized to provide for the issuance from
time to time of the 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 Certificate of Incorporation or any amendment
thereto, and as may be permitted by the Delaware General Corporation Law.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and consolidated financial
statement schedule incorporated by reference in NYNEX's Annual Report on
Form 10-K for the year ended December 31, 1996, have been audited by
Coopers & Lybrand L.L.P., independent accountants, as set forth in their
report thereon incorporated herein by reference (which report includes an
explanatory paragraph stating that NYNEX
14
<PAGE>
Corporation changed its method of recognizing directory publishing revenues
and production expenses effective January 1, 1996 and in the second quarter
of 1995, NYNEX 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." Such
consolidated financial statements of NYNEX are incorporated herein by
reference or included herein in reliance upon such report given upon the
authority of such 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.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The directors, officers, employees and agents of NYNEX may be
indemnified against liability arising under the Securities Act, pursuant to
Section 145 of the Delaware General Corporation Law, as amended, Article 9
of NYNEX's Restated Certificate of Incorporation and Article VI of NYNEX's
By-Laws, as amended. The directors and officers of NYNEX are covered by
insurance policies indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act, which might be
incurred by them in such capacities and against which they cannot be
indemnified by NYNEX.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling NYNEX pursuant to the foregoing provisions, NYNEX has been
informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
15
<PAGE>
================================================ ============================
TABLE OF CONTENTS
Page (LOGO)
Available Information .................. 2
Incorporation of Documents by
Reference .......................... 2
The Company ............................ 3 N Y N E X
Corporation
The Plan ............................... 3
Purpose and Advantages ............. 3
Administration ..................... 4 Share Owner
Participation ...................... 5 Dividend
Optional Payments .................. 6 Reinvestment and
Costs .............................. 7 Stock Purchase Plan
Purchases .......................... 8
Reports to Participants ............ 9
Dividends .......................... 9
Issuance of Stock .................. 9
Termination ........................ 10
Sale of Shares ..................... 11
Other Information .................. 11
Federal Income Tax Matters ............. 13
Use of Proceeds ........................ 14
Description of Common Stock ............ 14
Interests of Named Experts
and Counsel ........................ 14
Indemnification for
Securities Act Liabilities ......... 15
No person has been authorized to give any
information or to make any representations not
contained in this Prospectus in connection PROSPECTUS
with the offer contained in this Prospectus,
and, if given or made, such information or
representations must not be relied upon as Dated July 25, 1997
having been authorized by NYNEX. This
Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any
of the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in
such jurisdiction. This Prospectus does not
constitute an offer to sell or a solicitation
of an offer to buy any securities other than
those to which it relates. The delivery of
this Prospectus at any time does not imply
that information herein is correct at any time
subsequent to its date.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
Securities and Exchange Commission Filing Fee $12,760
Accountant's Fees and Expenses 10,000*
Blue Sky Fees and Expenses 5,000*
-------
Total $27,760*
=======
*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.
II-2
<PAGE>
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.
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, the registrant has been
informed 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.
Item 16. Exhibits.
--------
Exhibit Number
- --------------
5 Opinion of Morrison DeS. Webb, Executive Vice President and General Counsel
of NYNEX Corporation.
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.
24 Powers of Attorney executed by Officers and Directors who signed this
Registration Statement.
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-3
<PAGE>
(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;
(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.
II-4
<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-3 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, State of New York, on the
25th day of July, 1997.
NYNEX Corporation
By \s\ Mel 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\ Mel Meskin
------------------------------
(Mel Meskin, as attorney-in-
fact and on his own behalf as
Principal Accounting Officer)
A Majority of Directors:
R. L. Carrion*
J. R. de Vink*
Stanley P. Goldstein*
Helene L. Kaplan* July 25, 1997
Edward E. Phillips*
Hugh B. Price*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
Exhibit 5
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Tel 212 395 1063
Fax 212 597 2560
Morrison DeS. Webb
Executive Vice President, General Counsel and Secretary
NYNEX Logo
July 25, 1997
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-3 (the "Registration Statement") relating to the registration of 800,000
shares of the Company's Common Stock (par value $1.00 per share) (the "Shares")
which may be issued and sold under the Company's Share Owner Dividend
Reinvestment and Stock Purchase 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 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
Exhibit 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
NYNEX Corporation on Form S-3, (File Nos. 2-87850, 2-95141, 33-23156, 33-49105
and 333-20077), relating to the registration of 800,000 shares of Common Stock
for the NYNEX Corporation Share Owner Dividend Reinvestment and Stock Purchase
Plan, of our report dated February 7, 1997, which includes an explanatory
paragraph stating that NYNEX Corporation changed its method of recognizing
directory publishing revenues and production expenses effective January 1, 1996
and 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, in the second quarter of 1995,
on our audits of the consolidated financial statements and financial statement
schedule of NYNEX Corporation and its subsidiaries, as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
which report is included in the 1996 Annual Report on Form 10-K of NYNEX
Corporation.
We also consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in this Registration Statement.
\s\ COOPERS & LYBRAND L.L.P.
New York, New York
July 25, 1997
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 Share Owner Dividend
Reinvestment and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
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 Share Owner
Dividend Reinvestment and Stock Purchase 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 25th day of July, 1997.
\s\ Ivan Seidenberg \s\ F.V. Salerno \s\ M. Meskin
- --------------------- ------------------------ ------------------
Ivan 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 Westchester )
On the 25th day of July, 1997 personally appeared before me, I. G.
Seidenberg, F.V. Salerno and M. 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 25th day of July, 1997.
\s\ Ina H. Callery
-------------------------
INA H. CALLERY
Notary Public, State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1999
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 22th day of July, 1997.
\s\ R.L. Carrion
- ------------------
Richard L. Carrion
Director
Commonwealth of Puerto Rico)
)ss.:
City of San Juan )
On the 22th day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, 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 22th day of July, 1997
\s\ Estela Martinez De Miranda
------------------------------
ESTELA MARTINEZ DE MIRANDA
Abogada Notario
Affidavit No. 797
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase Plan, and thereafter to execute and file any amended registration
statement or statements (including any post-effective amendments thereto) and
any supplements thereto, with all exhibits thereto and other documents in
connection therewith, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever requisite
and necessary and/or desirable to be done in and about the premises as fully, to
all intents and purposes, as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 18th day of July, 1997.
\s\ J.R. de Vink
- ---------------------
Lodewijk J.R. de Vink
Director
State of NJ )
)ss.:
County of Morris )
On the 18th day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, 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, 1997
\s\ Athena E. Leonard
---------------------
ATHENA E. LEONARD
A Notary Public of New Jersey
My Commission Expires April 5, 1999
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 22th day of July, 1997.
\s\ Stanley P. Goldstein
- --------------------
Stanley P. Goldstein
Director
State of R.I. )
)ss.:
County of Prov. )
On the 22 day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, 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 22nd day of July, 1997
\s\ Mary Jane McCusker
----------------------
MARY JANE MCCUSKER
Notary Public State of Rhode Island
My Commission Expires 12-18-00
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 21th day of July, 1997.
\s\ Helene L. Kaplan
- --------------------
Helene L. Kaplan
Director
State of New York )
)ss.:
County of New York )
On the 21 day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, such person duly acknowledged to me that she executed and
delivered the same for the purposes therein expressed.
Witness my hand and official seal this 21st day of July, 1997
\s\ Beverly Jaeger
------------------
BEVERLY JAEGER
Notary Public, State of New York
No. 41-4666996
Qualified in Queens County
Certificate Filed in New York County
Commission Expires August 31, 1998
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 23th day of July, 1997.
\s\ Edward E. Phillips
- ------------------
Edward E. Phillips
Director
State of MA )
)ss.:
County of Middlesex )
On the 23 day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, 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 23th day of July, 1997
\s\ Barbara P. Casey
--------------------
BARBARA P. CASEY
1-20-2000
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 21th day of July, 1997.
\s\ Hugh B. Price
- -------------------
Hugh B. Price
Director
State of New York )
)ss.:
County of New York )
On the 21st day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, such person duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
Witness my hand and official seal this 21st day of July, 1997
\s\ Elizabeth L. Stubbs
-----------------------
ELIZABETH L. STUBBS
Notary Public, State of New York
No. 24-4668223
Qualified in Kings County
Certificate filed in New York County
Commission Expires Jan. 31, 1999
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 22nd day of July, 1997.
\s\ Walter V. Shipley
- -----------------
Walter V. Shipley
Director
State of NY )
)ss.:
County of NY )
On the 22nd day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, 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 22nd day of July, 1997
\s\ Denise G. Connors
---------------------
DENISE G. CONNORS
Notary Public, State of New York
No. 41 - 4961972
Qualified in Queens County
Certificate filed in New York County
Commission Expires February 12, 1998
<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 Share Owner Dividend Reinvestment
and Stock Purchase Plan; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission an amendment to said registration statement;
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, 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 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 Share Owner Dividend Reinvestment and Stock
Purchase 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 21st day of July, 1997.
\s\ John R. Stafford
- ----------------------
John R. Stafford
Director
State of New Jersey )
)ss.:
County of Morris )
On the 21st day of July, 1997, personally appeared before me the Director,
known to me to be the person described in and who executed the foregoing
instrument, 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 21st day of July, 1997
\s\ Brenda L. Santuccio
-------------------
BRENDA L. SANTUCCIO
Notary Public Of New Jersey
My Commission Expires May 26, 1998
