As filed with the Securities and Exchange Commission on August 15, 1997
Post-Effective Amendment No. 1 to Registration No. 333 -32127
Post-Effective Amendment No. 2 to Registration No. 333 -20077
Post- Effective Amendment No. 5 to Registration No. 33-49105
Post-Effective Amendment No. 3 to Registration No. 33-23156
Post-Effective Amendment No. 5 to Registration No. 2-95141
Post-Effective Amendment No. 4 to Registration No. 2-87850
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendments
to
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 or other
jurisdiction of New York, New York 10036 (I.R.S. Employer Identification No.)
incorporation
or organization) (212) 395-2121
(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
_____________________
<PAGE>
RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-3 (Registration No 333-
32127) (the "Registration Statement") of NYNEX Corporation, a
Delaware corporation ("NYNEX"), pertaining to 800,000 shares of
NYNEX common stock, par value $1.00 per share, and the
accompanying rights to purchase NYNEX's Series A Junior
Participating Preferred Stock ("NYNEX Common Stock") under
NYNEX's Share Owner Dividend Reinvestment and Stock Purchase
Plan, to which this Post-Effective Amendment No.1 relates, was
declared effective by the Securities and Exchange Commission on
July 25, 1997. Pursuant to Rule 429 under the Securities Act of
1933, as amended, the Prospectus contained in the Registration
Statement 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 22, 1985, August 10, 1988, October 28, 1992 and
January 21, 1997, respectively.
On November 8, 1996, holders of common stock, par value
$1.00 per share ("Bell Atlantic Common Stock"), of Bell Atlantic
Corporation, a Delaware corporation ("Bell Atlantic"), and on
November 6, 1996, holders of NYNEX Common Stock, at their
respective special meetings of stockholders, approved and adopted
the Amended and Restated Agreement and Plan of Merger, dated as
of April 21, 1996, as amended and restated as of July 2, 1996
(the "Merger Agreement"), between NYNEX and Bell Atlantic, and
the transactions contemplated thereby, including the issuance of
Bell Atlantic Common Stock to NYNEX stockholders in exchange for
their holdings of NYNEX Common Stock.
The Merger Agreement provided, among other things, for a
merger of equals transaction involving the merger of a wholly
owned subsidiary of Bell Atlantic with and into NYNEX (the
"Merger"), with NYNEX surviving the Merger as a wholly owned
subsidiary of Bell Atlantic. The Merger became effective upon
the filing of a Certificate of Merger with the Secretary of State
of the State of Delaware on August 14, 1997 (the "Effective Time").
Pursuant to the Merger, each share of NYNEX Common Stock
issued and outstanding immediately before the Effective Time
(excluding those held in the treasury of NYNEX and those owned by
Bell Atlantic, but including shares held by employee stock
ownership plans of NYNEX and by certain consolidated subsidiaries
of NYNEX in connection with financing transactions) and all
rights in respect thereof, without any action on the part of the
holder thereof, were converted into the right to receive 0.768 of
a share of Bell Atlantic Common Stock. In addition, each share
of NYNEX Common Stock owned by Bell Atlantic or held in the
treasury of NYNEX was canceled and retired, and each outstanding
and unexercised option or warrant to purchase shares of NYNEX
Common Stock was assumed by Bell Atlantic and converted into an
option or warrant to purchase shares of Bell Atlantic Common Stock.
As a result of the Merger, NYNEX has terminated all
offerings of NYNEX Common Stock pursuant to its existing
registration statements, including the Registration Statement.
In accordance with an undertaking made by NYNEX in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of NYNEX Common Stock which
remain unsold at the termination of the offering, NYNEX hereby
removes from registration all shares of NYNEX Common Stock
registered under the Registration Statement which remain unsold
as of the Effective Time.
Item 16. Exhibits.
Exhibit
Number
*(24) Powers of Attorney (Exhibit 24 to the Registrant's 1996
Annual Report on Form 10-K, filed on March 27, 1997, and
Exhibit 24 to the Registrant's Registration Statement on Form S-3,
filed on July 25, 1997, File No.1-8608).
__________________________________
*Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 15th
day of August, 1997.
NYNEX Corporation
By s/Mel Meskin
Mel Meskin
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment has been signed below by the
following persons and 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 - Chief Financial
Officer/Business Development
Principal Accounting Officer:
Mel Meskin
Vice President and Comptroller
Directors:
John Brademas* *By s/Mel Meskin
R. L. Carrion * (Mel Meskin, as attorney-in-fact
J. R. de Vink* and on his own behalf as
Stanley P. Goldstein* Principal Accounting Officef)
Helene L. Kaplan* August 15, 1997
Elizabeth T. Kennan*
Edward E. Phillips*
Hugh B. Price*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
