Original Electronically Transmitted to the Securities and Exchange
Commission on January 21, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
NYNEX CORPORATION
Delaware 13-3180909
(State or Other Jurisdiction Of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1095 Avenue of the Americas, New York, New York 10036
Telephone Number 212 395-2121
NYNEX Corporation Savings and Security Plan (Non-Salaried Employees)
--------------------------------------------------------------------
(Full Title of the Plan)
Mel Meskin
Vice President and Comptroller
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
Telephone Number 212 395-1020
-----------------------------
(Name and Address of Agent For Service)
Please send copies of all communications to:
Morrison DeS. Webb, Esq.
Executive Vice President , General Counsel and Secretary
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate offering registration
registered registered per share(1) price(1) fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (2)--par
value $1 per share 800,000 $48.38 $38,704,000 $11,728.48
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rule 457(h) based upon the average of the high and
low prices per share of Common Stock of NYNEX Corporation as quoted on the New
York Stock Exchange -- Composite Transactions listing for 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.
In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to Registration Statement Nos. 2-94110,
33-16570, 33-27802 and 33-51897, previously filed by the Registrant on Form S-8
and declared effective on November 25, 1986, August 20, 1987, March 28, 1989 and
January 13, 1994, respectively. This Registration Statement is a new
Registration Statement and also constitutes Post-Effective Amendment No. 4 to
Registration Statement No. 2-94110, Post-Effective Amendment No. 3 to
Registration Statement No. 33-16570, Post-Effective Amendment No. 2 to
Registration Statement No. 33-27802 and Post-Effective Amendment No. 1 to
Registration Statement No. 33-51897.
<PAGE>
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by NYNEX Corporation ("NYNEX"), File No. 1-8608,
with the Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended December 31,
1995 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 periods ended March
31, June 30, and September 30, 1996;
(3) NYNEX's Current Reports on Form 8-K, date 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) NYNEX Corporation Savings and Security Plan (Non-Salaried Employees)
Annual Report on Form 11-K for the year ended December 31, 1995; and
(5) The description of NYNEX's Common Stock on Form 10 dated November
15, 1983, and Form 8-A dated October 20, 1989, as amended by Form
8-A/A dated April 28, 1994.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to termination of the offering shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The consolidated financial statements 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
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.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145, as amended, of the Delaware General Corporation Law
provides that a Delaware corporation may indemnify, among others, its officers,
directors, employees and agents under the circumstances described in the
statute. Article 9, as amended May 6, 1987, of the Restated Certificate of
Incorporation of NYNEX provides for indemnification of NYNEX directors and
officers as follows:
<PAGE>
"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.
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
<PAGE>
another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any repeal or modification of
the provisions of this Article 9 shall not affect any obligations
of the corporation or any rights regarding indemnification and
advancement of expenses of a director, officer, employee or agent
with respect to any threatened, pending or completed action, suit
or proceeding for which indemnification or the advancement of
expenses is requested, in which the alleged cause of action
accrued at any time prior to such repeal or modification.
9.4 The corporation may purchase and maintain insurance, at
its expense, to protect itself and any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the
provisions of this Article, the General Corporation Law of
Delaware or otherwise.
9.5 If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction,
then the corporation shall nevertheless indemnify each director
and officer of the corporation as to expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without
limitation, a grand jury proceeding and an action, suit or
proceeding by or in the right of the corporation, to the fullest
extent permitted by any applicable portion of this Article that
shall not have been invalidated, by the General Corporation Law of
Delaware or by any other applicable law."
Substantially identical indemnification provisions are contained
in NYNEX's By-Laws.
The directors and officers of NYNEX are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they cannot be indemnified by NYNEX.
Item 8. Exhibits.
---------
The following documents are filed as Exhibits hereto:
Exhibit
Number
- ------
5 Opinion of Morrison DeS. Webb, Executive Vice President and
General Counsel, NYNEX Corporation, as to the legality of the
securities being registered.
23-a Consent of Coopers & Lybrand L.L.P., independent accountants.
23-b Consent of Morrison DeS. Webb, Executive Vice President and
General Counsel, NYNEX Corporation, filed as Exhibit 5.
24 Powers of Attorney executed by Officers and Directors who
signed this Registration Statement.
The undersigned registrant hereby undertakes that it will submit the
Plan, and any amendments thereto, to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes thereto required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
<PAGE>
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York and the State of New York on
the 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*
<PAGE>
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the NYNEX
Corporation Savings and Security Plan (Non-Salaried Employees) has duly caused
this registration statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in The City of New York and the
State of New York on the 21st day of January, 1997.
NYNEX Corporation Savings and
Security Plan (Non-Salaried Employees)
By the Employees' Benefit Committee of NYNEX Corporation
By: /s/ Donald J. Sacco
-------------------
Donald J. Sacco, Chairman
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-8 (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 purchased under the Company's Savings and
Security Plan (Non-Salaried Employees) (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-8, (File Nos. 2-94110, 33-16570, 33-27802 and
33-51897), relating to the registration of 800,000 shares of Common Stock for
the NYNEX Corporation Savings and Security Plan (Non-Salaried Employees), 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 Savings and
Security Plan (Non-Salaried Employees); 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 Savings and
Security Plan (Non-Salaried Employees), 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/ Ivan Seidenberg /s/ Frederic V. Salerno /s/ Mel 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 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. Cailery
--------------------------------
Ina H. Cailery
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 Savings and Security
Plan (Non-Salaried Employees); 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 Savings and Security Plan (Non-Salaried
Employees), 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 16, 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
