Original Electronically Transmitted to the Securities and Exchange Commission
on January 21, 1997 Registration No. 333-
Post-Effective Amendment No. 3 to Registration Statement No. 33-49105
Post-Effective Amendment No. 1 to Registration Statement No. 33-23156
Post-Effective Amendment No. 3 to Registration Statement No. 2-95141
Post-Effective Amendment No. 2 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)
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. [_]
<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 500,000 $48.38 $24,190,000 $7,330.30
$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 January 13, 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 and 33-49105, previously filed by the Registrant on Form S-3
and declared effective on November 16, 1983, January 23, 1985, August 10, 1988
and October 29, 1992, respectively. This Registration Statement is a new
Registration Statement and also constitutes Post-Effective Amendment No. 2 to
Registration Statement No. 2-87850, Post-Effective Amendment No. 3 to
Registration Statement No. 2-95141, Post-Effective Amendment No. 1 to
Registration Statement No. 33-23156 and Post-Effective Amendment No. 3 to
Registration Statement No. 33-49105.
<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 January 21, 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, 1995
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, which incorporates
by reference certain information, including NYNEX's 1995 consolidated financial
statements contained in its 1995 Annual Report to Stockholders;
(2) NYNEX's Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1996;
(3) NYNEX's Current Reports on Form 8-K dates of reports April 21, July 2 and
October 22, 1996, filed with the SEC on April 23, 1996, July 3, 1996 and October
24, 1996, respectively;
(4) The description of NYNEX's Common Stock on Form 10 dated November 15,
1983 and Form 8-A dated October 20, 1989, as amended by Form 8-A/A dated April
28, 1994; and
(5) Joint Proxy Statement/Prospectus dated September 9, 1996 of Bell Atlantic
Corporation and NYNEX.
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, including
NYNEX's quarterly newsletter, annual report and notice of annual meeting and
proxy materials.
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 incorporated by reference in
NYNEX's Annual Report on Form 10-K for the year ended December 31, 1995, have
been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth
in their reports thereon incorporated herein by reference (which reports include
an explanatory paragraph stating that in the second quarter of 1995, NYNEX
discontinued accounting for the operations of its telephone subsidiaries in
14
<PAGE>
accordance with Statement of Financial Accounting Standards No. 71, "Accounting
for the Effects of Certain Types of Regulation," and in the fourth quarter of
1993, adopted Statement of Financial Standards No. 112, "Employers' Accounting
for Postemployment Benefits," retroactive to January 1, 1993.) Such consolidated
financial statements of NYNEX are incorporated herein by reference or included
herein in reliance upon such reports 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>
<CAPTION>
TABLE OF CONTENTS
Page (LOGO)
<S> <C> <C>
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 with the offer contained in this Prospectus, and, if
given or made, such information or representations must not be
relied upon as having been authorized by NYNEX. This Prospectus does PROSPECTUS
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 Dated January 21, 1997
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.
</TABLE>
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $7,330
Printing and Distributing Registration Statement
and Prospectus 140,000*
Accountant's Fees and Expenses 10,000*
Blue Sky Fees and Expenses 5,000*
---------
Total $162,330
========
*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
21st day of January, 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)
Directors:
John Brademas*
R. L. Carrion*
J. R. de Vink*
Stanley P. Goldstein*
Helene L. Kaplan* January 21, 1997
Elizabeth T. Kennan*
Edward E. Phillips*
Hugh B. Price*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
Exhibit 5
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Tel 212 395 1063
Fax 212 597 2560
Morrison DeS. Webb
Executive Vice President, General Counsel and Secretary
NYNEX Logo
January 21, 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 500,000 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 and
33-49105), relating to the registration of 500,000 shares of Common Stock for
the NYNEX Corporation Share Owner Dividend Reinvestment and Stock Purchase Plan,
of our reports dated February 5, 1996, which include an explanatory paragraph
stating that in the second quarter of 1995, NYNEX Corporation discontinued
accounting for the operations of its telephone subsidiaries in accordance with
Statement of Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation," and in the fourth quarter of 1993, adopted
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," retroactive to January 1, 1993, on our audits of the
consolidated financial statements and consolidated financial statement schedule
of NYNEX Corporation and its subsidiaries as of December 31, 1995 and 1994, and
for each of the three years in the period ended December 31, 1995, which reports
are included or incorporated by reference in the 1995 Annual Report on Form 10-K
of NYNEX Corporation.
We also consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in this Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
January 21, 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, 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 16th day of January, 1997.
<TABLE>
<CAPTION>
/s/Ivan Seidenberg /s/Frederic V. Salerno /s/Mel Meskin
- - - - - - - - - ------------------ ---------------------- -------------
<S> <C> <C>
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
</TABLE>
State of New York )
)ss.:
County of Westchester )
On the 16th day of January, 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 16th day of January, 1997.
/s/ Ina H. Callery
-------------------
Ina H. Callery
Notary Public, State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1997
<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 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 16th day of January, 1997.
/s/John Brademas /s/Helene L. Kaplan /s/Walter V. Shipley
- - - - - - - - - ------------- ---------------- -----------------
John Brademas Helene L. Kaplan Walter V. Shipley
Director Director Director
/s/R. L. Carrion /s/Elizabeth T. Kennan /s/John R. Stafford
- - - - - - - - - ------------- ------------------- ----------------
Richard L. Carrion Elizabeth T. Kennan John R. Stafford
Director Director Director
/s/J.R. de Vink /s/Edward E. Phillips
- - - - - - - - - ------------ ------------------
Lodewijk J.R. de Vink Edward E. Phillips
Director Director
/s/Stanley P. Goldstein /s/Hugh B. Price
- - - - - - - - - -------------------- -------------
Stanley P. Goldstein Hugh B. Price
Director Director
State of New York )
)ss.:
County of New York )
On the 16th day of January, 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 16th day of January, 1997
/s/Robert W. Erb
-------------
Robert Erb
Notary Public, State of New York
No. 31-4808105
Qualified in New York County
Commission Expires January 31, 1997
