AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1999MAY 12, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------------
CORNING INCORPORATED
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)
NEW YORK 3661 16-0393470
(State of Incorporation)or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or organization) Classification Code Number)
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(Address, Including Zip Code,including zip code, and Telephone Number, Including Area Code,telephone number, including
area-code of Registrant's Principal Executive Offices)
CORNING FINANCE B.V.
(Exact Nameregistrants of Registrant as Specified in Its Charter)
THE NETHERLANDS NOT APPLICABLE
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
LANGE VOORHOUT 7
2514 EA THE HAGUE
THE NETHERLANDS
31.70.310.83.08
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)principal executive offices)
------------------------------
WILLIAM D. EGGERS
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
CORNING INCORPORATED
ONE RIVERFRONT PLAZA
CORNING, NEW YORKSenior Vice President and General Counsel
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
(Name, address including zip code, and telephone number,
including area code of agent for service)
TELEPHONE: (607) 974-9000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
----------------------------------
COPIES TO:
DONALD C. WALKOVIK
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
----------------------------------FAX: (607) 974-8656
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: fromFrom time to
time after the effectivenesseffective date of this registration statement.Registration Statement.
If the only securities being registered on this formForm are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this formForm 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. /X/
If this formForm is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this formForm is a post-effective amendment filed pursuant to ruleRule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
(CALCULATION TABLE ON NEXT PAGE.)
----------------------------------
THIS------------------------------
CALCULATION OF REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-56887, WHICH WAS DECLARED EFFECTIVE ON JANUARY 19, 1995. SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITHFEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE REGISTRATION FEE
Common Stock ($.50 par value)......... 881,167 shs. $169.875 $149,688,244 $39,517.70
- ------------------------------
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee based on the closing price of the Registrant's Common Stock
on the New York Stock Exchange on May 10, 2000.
------------------------------
THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933,
THE PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
PROSPECTUS FOR REGISTRATION STATEMENT NO. 33-56887; THE $75,000,000 OF DEBT
SECURITIES REMAINING UNSOLD FROM REGISTRATION STATEMENT NO. 33-56887 WILL BE
COMBINED WITH THE $2,000,000,000 AGGREGATE AMOUNT OF DEBT SECURITIES, DEBT
WARRANTS, EQUITY WARRANTS, PREFERRED STOCK, DEPOSITARY SHARES, COMMON STOCK AND
GUARANTEES, TO BE REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE
THE REGISTRANTS TO OFFER AN AGGREGATE AMOUNT OF $2,075,000,000 OF SECURITIES
PURSUANT TO THE COMBINED PROSPECTUS.
THE REGISTRANTSREGISTRANT HEREBY AMENDAMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTSREGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
TITLE OF SHARES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) FEE(3)
Debt Securities, Debt Warrants, Equity Warrants,
Preferred Stock, Depositary Shares and Common
Stock.......................................... $2,000,000(4)(5) 100% $2,000,000,000 $556,000
Guarantees....................................... (6) (6) (6) (6)
(1) In United States dollars or the equivalent thereof in any other currency,
currency unit or units, or composite currency or currencies at the dates of
issuance.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(3) Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
amount of registration fees does not include $25,862 previously paid to the
Commission relating to $75,000,000 of Debt Securities, previously registered
pursuant to Registration Statement No. 33-56887, which remain unissued at
the close of business on June 22, 1999.
(4) Such amount represents the offering price of any Preferred Stock, Depositary
Shares and Common Stock, the principal amount of any Debt Securities issued
at their principal face amount, the issue price rather than the principal
amount of any Debt Securities issued at an original issue discount, the
issue price of any Debt Warrants and the exercise price of any Debt
Securities issuable upon the exercise of Debt Warrants, the issue price of
any Equity Warrants and the exercise price of any Preferred Stock or Common
Stock issuable upon the exercise of Equity Warrants. Debt Warrants may be
sold separately or with Debt Securities or other Debt Warrants. Equity
Warrants may be sold separately or with any Preferred Stock or Common Stock
or other Equity Warrants. It is not practicable to determine the number of
Debt Warrants or Equity Warrants and the proposed maximum offering prices
thereof at this time.
(5) As described in note (3) and the paragraph immediately following these notes
below, this registration statement relates to $2,000,000,000 aggregate
principal amount of securities being registered hereby and an additional
$75,000,000 of Debt Securities of Corning Incorporated previously
registered. In no event will the aggregate offering price of all securities
issued from time to time pursuant to this registration statement exceed
$2,075,000,000 or the equivalent thereof in any other currency, currency
unit or units or composite currency or currencies.
(6) No separate consideration will be received for the Guarantees.
PROSPECTUS SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED - , 1999MAY 12, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THETHESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
[LOGO]881,167 SHARES
CORNING INCORPORATED
AND
CORNING FINANCE B.V.
By881,167 SHARES OF COMMON STOCK
($.50 PAR VALUE)
------------------
OUR COMMON STOCK IS LISTED
ON THE NEW YORK STOCK EXCHANGE
---------------------
The 881,167 shares of common stock offered by this prospectus were initially
issued by us in connection with our acquisition of NZ Applied Technologies
Corporation. In connection with the acquisition, we have agreed to register the
shares of our common stock offered by this prospectus. We will not receive any
of the proceeds from the sale of the shares by the selling shareholders.
Our common stock is listed on the New York Stock Exchange under the symbol
"GLW." On May 10, 2000, the closing price of our common stock, as reported on
the New York Stock Exchange, was $173.00 per share.
The selling shareholders may offersell all or a portion of the shares from time
to time up to $2,075,000,000 of:
- DEBT SECURITIES OF CORNING INCORPORATED;
- GUARANTEED DEBT SECURITIES OF CORNING FINANCE B.V.;
- WARRANTS (DEBT AND EQUITY) OF CORNING INCORPORATED;
- PREFERRED STOCK OF CORNING INCORPORATED;
- DEPOSITARY SHARES OF CORNING INCORPORATED; AND
- COMMON STOCK OF CORNING INCORPORATED.
------------------------
When we offer securities, we will provide you with a prospectus supplement
describingon the termsNew York Stock Exchange at market prices prevailing at the time
of the specific issue of securities including the offering
price of the securities. You should read this prospectus and the accompanying
prospectus supplement carefully before you invest.sale.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IFPASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus------------------------
The date of this Prospectus is dated , 19992000
TABLE OF CONTENTS
PAGE
-----------------
Corning Incorporated............................Forward-Looking Statements.................................. 2
Corning Finance B.V.............................Incorporated........................................ 2
UseSelling Shareholders........................................ 3
Plan of Proceeds................................. 2
Ratio of Earnings To Fixed Charges and
Ratio Earnings to Combined
Fixed Charges Including Preferred
Stock Dividends............................... 3
Securities We May Issue......................... 3Distribution........................................ 6
Description of Securities and Guarantees........ 3
PAGE
---------
Description of Warrants......................... 21
Description of Preferred Stock.................. 25
Description of Depositary Shares................ 29
Description of Common Stock..................... 32
Plan of Distribution............................ 35
Validity of Securities.......................... 35
Experts......................................... 35Corning Capital Stock........................ 7
Legal Matters............................................... 10
Experts..................................................... 10
Where You Can Find More Information............. 36Information......................... 10
FORWARD-LOOKING STATEMENTS
Statements included in this prospectus and in the documents we incorporate
by reference which are not historical facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements describe a number of risks, uncertainties and other factors
that could cause results to differ materially, as discussed in the documents we
incorporate by reference. These statements appear in the sections of our
Securities and Exchange Commission document filed with the Securities and
Exchange Commission captioned "Business," "Risk Factors," and "Management's
Discussion and Analysis."
CORNING INCORPORATED
We trace our origins to a glass business established in 1851. The present
corporation was incorporated in the State of New York in December 1936, and our
name was changed from Corning Glass Works to Corning Incorporated on April 28,
1989.
We are a global, technology-based corporation that operates in three broadly
based operating business segments:
- Telecommunications
- Advanced Materials
- Information Display
The Telecommunications Segment produces optical fiber and cable, optical
hardware and equipment and photonic components for the worldwide
telecommunications industry. The Advanced Materials Segment manufactures
specialized products with unique properties for customer applications utilizing
glass, glass ceramic and polymer technologies. Businesses within this segment
include environmental products, science products, semiconductor materials and
optical and lighting products. The Information Display Segment manufactures
glass panels and funnels for televisionstelevision and computer displays, projection video
lens assemblies and liquid-crystal display glass for flat panel displays.
Our principal office is located at One Riverfront Plaza, Corning, New York
14831. Our telephone number is (607) 974-9000.
CORNING FINANCE B.V.
Corning Finance B.V. is an indirect wholly owned subsidiary of Corning
Incorporated, incorporated under the laws ofSELLING SHAREHOLDERS
The Netherlands solely for the
purpose of raising capital to meet the financing needs of Corning Incorporated
and its subsidiaries. Corning Finance B.V. has no independent operations. Its
principal executive offices are located at Lange Voorhout 7, 2514EA The Hague;
telephone: 31.70.310.83.08.
USE OF PROCEEDS
Except as may be set forthselling shareholders listed in the prospectus supplement,following table have told us that
they wish to be able to sell all of their shares of our common stock which they
acquired in connection with our acquisition of NZ Applied Technologies
Corporation. The selling shareholders will determine from time to time the
number of shares they will sell. The amount of shares they will sell will depend
upon a number of different factors including the price of our common stock from
time to time. The following table includes information as of May 5, 2000
concerning the selling shareholders' beneficial ownership of shares of our
common stock. No selling shareholder now owns more than 1% of our outstanding
common stock. Information about the beneficial ownership of our shares prior to
this offering has been given to us by the selling shareholders.
SHARES WHICH
SHARES SHARES MAY BE
PRESENTLY WHICH MAY OWNED
NAME OWNED BE SOLD AFTER OFFERING
- ---- --------- --------- --------------
Peter Norris................................................ 340,969 340,969 -0-
Jing Zhao................................................... 327,599 327,599 -0-
Dobkin Family Trust U/D/T dated............................. 49,937 49,937 -0-
September 16, 1991
The Rovner Family 1997 Trust................................ 3,282 3,282 -0-
2
SHARES WHICH
SHARES SHARES MAY BE
PRESENTLY WHICH MAY OWNED
NAME OWNED BE SOLD AFTER OFFERING
- ---- --------- --------- --------------
Jack Salerno................................................ 3,311 3,311 -0-
Linda R. Budnick............................................ 4,011 4,011 -0-
John Cambriello............................................. 3,821 3,821 -0-
Victor Cataldo.............................................. 3,373 3,373 -0-
Qiushui Chen................................................ 5,539 5,539 -0-
Mondher Cherif.............................................. 2,867 2,867 -0-
Stephen Cohen............................................... 8,073 8,073 -0-
Brian Devlin................................................ 1,464 1,464 -0-
Linsheng Fan................................................ 3,182 3,182 -0-
Vladimir Fouflyguine........................................ 4,077 4,077 -0-
Mikhail Fridberg............................................ 1,782 1,782 -0-
Jiankang Huang.............................................. 1,498 1,498 -0-
Robert Huang................................................ 891 891 -0-
Wei Hu...................................................... 2,419 2,419 -0-
Hua Jiang................................................... 9,252 9,252 -0-
Guanghai Jin................................................ 2,993 2,993 -0-
Rosemary Flynn Koch......................................... 6,144 6,144 -0-
Kewen Kevin Li.............................................. 3,630 3,630 -0-
Xiao-Li Li.................................................. 1,591 1,591 -0-
Yabo Li..................................................... 4,649 4,649 -0-
Yalin Lu.................................................... 4,011 4,011 -0-
Paul Melman................................................. 10,061 10,061 -0-
Richard Morrison............................................ 3,247 3,247 -0-
Andrei Ossinski............................................. 4,011 4,011 -0-
Edward Salley............................................... 3,501 3,501 -0-
Marvin Tabasky.............................................. 6,049 6,049 -0-
Ronald C. Tanguay........................................... 701 701 -0-
Joseph Tartaro.............................................. 318 318 -0-
Dean Z. Tsang............................................... 9,551 9,551 -0-
Peter Vakhutinsky........................................... 1,721 1,721 -0-
John VanCoppenolle.......................................... 2,163 2,163 -0-
Feling Wang................................................. 8,310 8,310 -0-
Qingwu Wang................................................. 1,146 1,146 -0-
Joseph P. Westerman......................................... 6,113 6,113 -0-
Kathleen F. Whitehead....................................... 3,311 3,311 -0-
Humberto I. Zelic........................................... 701 701 -0-
Run Zhang................................................... 9,107 9,107 -0-
Long De Zhu................................................. 2,580 2,580 -0-
Yingyin Zou................................................. 8,149 8,149 -0-
Daniel Alexander............................................ 62 62 -0-
The selling shareholders acquired an aggregate of 881,167 shares of our
common stock when we acquired NZ Applied Technologies Corporation pursuant to
the Agreement and Plan of Merger dated as of April 20, 2000 between NZ Applied
Technologies, Corning Applied Technologies Corporation and Corning. Of these
881,167 shares, 528,701 are being held in escrow for periods of up to twenty-six
months. The shares will usebe released from escrow to the netextent that the warranty
obligations of NZ Applied Technologies and the selling shareholders expire
without adverse claims and the performance
3
of NZ Applied Technologies meets certain specified financial and manufacturing
or production objectives.
Prior to our acquisition of NZ Applied Technologies Corporation, the selling
shareholders held the positions indicated in the following table. They remain in
such positions following the acquisition.
NAME POSITION
- ---- ---------------------------------------------
Peter Norris President
Jing Zhao Vice President, Chief Technical Officer
Hua Jiang Vice President of Research and Development
Paul Melman Manager, Polarization Control Technology
Dean Z. Tsang Manager, Control Electronics
Feling Wang Senior Staff Scientist
Run Zhang Director of Manufacturing
Yingyin Zou Manager, Packaging Technology
John Cambriello Process Engineer
Quishui Chen Senior Engineer
Stephen Cohen Vice President of Marketing and Sales
Brian Devlin Testing Supervisor
Linsheng Fan Engineer
Vladimir Fouflyguine Senior Staff Scientist
Mikhail Fridberg Senior Design Engineer
Guanghai Jin Senior Scientist
Rosemary Flynn Koch Chief Financial Officer
Kewen Kevin Li Senior Staff Scientist
Yabo Li Staff Scientist
Xiao-li Li Senior Engineer
Andrei Ossinski Staff Scientist
Edward Salley Senior Process Engineer
Marvin Tabasky Senior Staff Scientist
Joseph P. Westerman Laboratory Coordinator
Linda R. Budnick Contracts Administrator
Victor Cataldo Process Engineer
Mondher Cherif Staff Scientist
Wei Hu Senior Engineer
Jiankang Huang Staff Engineer
Robert Huang Senior Technician
Yalin Lu Staff Scientist
Richard Morrison Process Engineer
Ronald C. Tanguay Senior Technician
Peter Vakhutinsky Process Engineer
John VanCoppenolle Process Technician
Qingwu Wang Staff Scientist
Kathleen F. Whitehead Senior Accountant
Humberto I. Zelic Engineer
Long De Zhu Staff Scientist
Joseph Tartaro Buyer
4
PLAN OF DISTRIBUTION
Any or all of the selling shareholders may offer the shares from time to
time for their own accounts, either in increments or in a single transaction. We
are registering the shares on behalf of the selling shareholders. We will not
receive any proceeds from the sale of the securities offered undershares by the selling shareholders.
The term "selling shareholders" includes persons who receive shares from the
selling shareholders after the date of this prospectus andby gift. The term also
includes persons who, upon contractual default by the prospectus supplement for general corporate purposes. Our general corporate
purposesselling shareholders, may
include:
- the repayment or reduction of indebtedness;
- working capital requirements; and
- the funding of a portion of our normal, ongoing capital spending program.
Corning Finance B.V. will lend the net proceeds from the sale of any debt
securities offered by it to Corning Incorporated or its subsidiaries to be used
for similar purposes. We will determine any specific allocation of the net
proceeds of an offering of securities to a specific purpose at the time of the
offering and will describe the allocation in the related prospectus supplement.
2
RATIOS OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
The following table sets forth (i) our historical ratios of earnings to
fixed charges and (ii) our consolidated ratio of earnings to combined fixed
charges including preferred stock dividends for the periods indicated:
FIRST QUARTER ENDED
YEAR ENDED
------------------------ -------------------------------------
MAR. 31, MAR. 31, DEC. 31, DEC. 31, DEC. 31,
1999 1998 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Ratio of earnings to fixed charges...................... 3.7x 2.9x 4.3x 5.3x 5.5x
Ratio of earnings to combined fixed charges and
preferred dividends................................... 3.5x 2.6x 3.8x 4.7x 4.7x
DEC. 31, JAN. 1,
1995 1995
----------- -----------
Ratio of earnings to fixed charges...................... 6.2x 3.5x
Ratio of earnings to combined fixed charges and
preferred dividends................................... 5.0x 3.2x
- ------------------------
(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of:
- income from continuing operations before taxes on income, before equity
in earnings and minority interest;
- Corning's share of pre-tax earnings of fifty-percent owned companies;
- Corning's share of pre-tax earnings of greater than fifty-percent owned
unconsolidated subsidiaries;
- dividends received from less than fifty-percent owned companies and
Corning's share of losses of such companies, if any, if any debt of
such companies is guaranteed by Corning;
- previously capitalized interest amortized during the period; and
- fixed charges net of capitalized interest.
(2) Fixed charges consist of:
- interest on indebtedness;
- amortization of debt issuance costs;
- a portion of rental expenses which represents an appropriate interest
rate factor;
- Corning's share of the fixed charges of fifty-percent owned companies;
and
- fixed charges of greater than fifty-percent owned and unconsolidated
subsidiaries.
(3) Preferred dividends consist of preferred dividends paid on:
- Corning's 6% Convertible Monthly Income Preferred Securities (all of
which were redeemed as of March 23, 1999 and none of which are
currently outstanding); and
- Corning's 8% Series B Convertible Preferred Stock.
SECURITIES WE MAY ISSUE
We may use this prospectus to offer up to $2,075,000,000 of:
- debt securities issued by Corning Incorporated;
- debt securities issued by Corning Finance B.V. and guaranteed by Corning
Incorporated;
- warrants (debt and equity) issued by Corning Incorporated;
- preferred stock issued by Corning Incorporated;
- depositaryseize shares relating to preferred stock; and
- common stock issued by Corning Incorporated.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these securities.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
- --------------------------------------------------------------------------------
PLEASE NOTE THAT IN THIS SECTION ENTITLED "DESCRIPTION OF DEBT SECURITIES
AND GUARANTEES", REFERENCES TO HOLDERS MEAN THOSE WHO OWN DEBT SECURITIES
REGISTERED IN THEIR OWN NAMES, ON THE BOOKS THAT WE OR THE TRUSTEE MAINTAIN
FOR THIS PURPOSE, AND NOT THOSE WHO OWN BENEFICIAL INTERESTS IN DEBT
SECURITIES REGISTERED IN STREET NAME OR IN DEBT SECURITIES ISSUED IN
BOOK-ENTRY FORM THROUGH THE DEPOSITARY TRUST COMPANY. OWNERS OF BENEFICIAL
INTERESTS IN THE DEBT SECURITIES SHOULD READ THE SUBSECTION ENTITLED "--
LEGAL OWNERSHIP OF DEBT SECURITIES".
- --------------------------------------------------------------------------------
3
GENERAL
THE DEBT SECURITIES WILL BE ISSUED UNDER AN INDENTURE
As required by U.S. federal law for all bonds and notes of companies that
are publicly offered, the debt securities are governed by a document called the
indenture. In the case of debt securities issued by Corning Incorporated, the
applicable indenture is a contract between Corning Incorporated and The Chase
Manhattan Bank, which acts as trustee. In the case of debt securities issued by
Corning Finance B.V., the applicable indenture is a contract among Corning
Finance B.V., Corning Incorporated, which acts as guarantor, and The Chase
Manhattan Bank, which acts as trustee. The trustee has two main roles:
- First, the trustee can enforce your rights against us if we default. There
are limitations on the extent to which the trustee acts on your behalf,
which we describe later under "--Default, Remedies and Waiver of Default";
and
- Second,selling shareholders pledged to such persons.
The selling shareholders may sell the trustee performs administrative duties for us, such as sending
you interest payments and notices.
We may issue as many distinct series of debt securities under each indenture
as we wish. This section summarizes terms of the debt securities that are common
to all series. Most of the financial terms and other specific terms of your
series are describedshares in the prospectus supplement attached to the front of this
prospectus. Those terms may vary from the terms described here. The prospectus
supplement may also describe special Federal income tax consequences of the debt
securities.
THIS SECTION IS ONLY A SUMMARY
Each indenture and its associated documents, including your debt security,
contain the full text of the matters described in this section and your
prospectus supplement. Each indenture and the debt securities are governed by
New York law. A copy of each indenture has been filed with the SEC as part of
our registration statement. See "Where You Can Find More Information" below for
information on how to obtain a copy.
This section and your prospectus supplement summarize all the material terms
of each indenture and your debt security. They do not, however, describe every
aspect of each indenture and your debt security. For example, in this section
and your prospectus supplement, we use terms that have been given special
meaning in each indenture, but we describe the meaning of only the more
important of those items.
LEGAL OWNERSHIP OF DEBT SECURITIES
We refer to those who have debt securities registered in their own names, on
the books that we or the trustee maintain for this purpose, as the "holders" of
those debt securities. These persons are the legal holders of the debt
securities. We refer to those who, indirectly through others, own beneficial
interests in debt securities that are not registered in their own names as
indirect holders of those debt securities. As we discuss below, indirect holders
are not legal holders, and investors in debt securities issued in book-entry
form or in street name will be indirect holders.
BOOK-ENTRY HOLDERS
We will issue debt securities in book-entry form only, unless we specify
otherwise in the applicable prospectus supplement. This means debt securities
will be represented by one or more global securities registered in the nametypes of
a
financial institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary's book-entry system. These
participating institutions, in turn, hold beneficial interests in the debt
securities on behalf of themselves or their customers.
Under each indenture, only the person in whose name a debt security is
registered is recognized as the holder of that debt security. Consequently, for
debt securities issued in global form, we will recognize only the depositary as
the holder of the debt securities and we will
4
make all paymentstransactions, which may include block transactions:
- on the debt securities to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass
the payments along to their customers who are the beneficial owners. The
depositary and its participants do so under agreements they have made with one
another or with their customers; they are not obligated to do so under the terms
of the debt securities.
As a result, investors will not own debt securities directly. Instead, they
will own beneficial interests in a global security, through a bank, broker or
other financial institution that participates in the depositary's book-entry
system or holds an interest through a participant. As long as the debt
securities are issued in global form, investors will be indirect holders, and
not holders, of the debt securities.
STREET NAME HOLDERS
In the future we may terminate a global security or issue debt securities
initially in non-global form. In these cases, investors may choose to hold their
debt securities in their own names or in "street name". Debt securities held by
an investor in street name would be registered in the name of a bank, broker or
other financial institution that the investor chooses, and the investor would
hold only a beneficial interest in those debt securities through an account he
or she maintains at that institution.
For debt securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
debt securities are registered as the holders of those debt securities and we
will make all payments on those debt securities to them. These institutions pass
along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold debt securities
in street name will be indirect holders, not holders, of those debt securities.
LEGAL HOLDERS
Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to the legal holders of
the debt securities. We do not have obligations to investors who hold beneficial
interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect holder of a
debt security or has no choice because we are issuing the debt securities only
in global form.
For example, once we make a payment or give a notice to the holder, we have
no further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose--E.G., to amend the
applicable indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of the applicable indenture--we
would seek the approval only from the holders, and not the indirect holders, of
the debt securities. Whether and how the holders contact the indirect holders is
up to the holders.
When we refer to you, we mean those who invest in the debt securities being
offered by this prospectus, whether they are the holders or only indirect
holders of those debt securities. When we refer to your debt securities, we mean
the debt securities in which you hold a direct or indirect interest.
SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS
If you hold debt securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:
- how it handles securities payments and notices;
- whether it imposes fees or charges;
- how it would handle a request for the holders' consent, if ever required;
5
- whether and how you can instruct it to send you debt securities registered
in your own name so you can be a holder, if that is permitted in the
future;
- how it would exercise rights under the debt securities if there were a
default or other event triggering the need for holders to act to protect
their interests; and
- if the debt securities are in book-entry form, how the depositary's rules
and procedures will affect these matters.
WHAT IS A GLOBAL SECURITY?
We will issue each debt security in book-entry form only, unless we specify
otherwise in the applicable prospectus supplement. A global security represents
one or any other number of individual debt securities. Generally, all debt
securities represented by the same global securities will have the same terms.
We may, however, issue a global security that represents multiple debt
securities that have different terms and are issued at different times. We call
this kind of global security a master global security.
Each debt security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, The Depository Trust Company, New York New York, known as DTC, will be the depositary for all debt securities issuedStock Exchange,
- in book-entry form.
A global security may not be transferred to or registered in the name of
anyone other than the depositary or its nominee, unless special termination
situations arise. We describe those situations below under "--Special Situations
When a Global Security Will Be Terminated". As a result of these arrangements,
the depositary, or its nominee, will be the sole registered owner and holder of
all debt securities represented by a global security, and investors will be
permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the depositary or with
another institution that does. Thus, an investor whose security is represented
by a global security will not be a holder of the debt security, but only an
indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular debt security indicates that
the debt security will be issued in global form only, then the debt security
will be represented by a global security at all times unless and until the
global security is terminated. We describe the situations in which this can
occur below under "--Special Situations When a Global Security Will Be
Terminated". The global security may be a master global security, although your
prospectus supplement will not indicate whether it is a master global security.
If termination occurs, we may issue the debt securities through another
book-entry clearing system or decide that the debt securities may no longer be
held through any book-entry clearing system.
SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES
As an indirect holder, an investor's rights relating to a global security
will be governed by the account rules of the investor's financial institution
and of the depositary, as well as general laws relating to securities transfers.
We do not recognize this type of investor as a holder of debt securities and
instead deal only with the depositary that holds the global security.
If debt securities are issued only in the form of a global security, an
investor should be aware of the following:
- An investor cannot cause the debt securities to be registered in his or
her name, and cannot obtain non-global certificates for his or her
interest in the debt securities, except in the special situations we
describe below;
- An investor will be an indirect holder and must look to his or her own
bank or broker for payments on the debt securities and protection of his
or her
6
legal rights relating to the debt securities, as we describe under
"--Legal Ownership of Debt Securities" above;
- An investor may not be able to sell interests in the debt securities to
some insurance companies and to other institutions that are required by
law to own their securities in non-book-entry form;
- An investor may not be able to pledge his or her interest in a global
security in circumstances where certificates representing the debt
securities must be delivered to the lender or other beneficiary of the
pledge in order for the pledge to be effective;
- The depositary's policies, which may change from time to time, will govern
payments, transfers, exchanges and other matters relating to an investor's
interest in a global security. We and the trustee have no responsibility
for any aspect of the depositary's actions or for its records of ownership
interests in a global security. We and the trustee also do not supervise
the depositary in any way;
- The depositary will require that those who purchase and sell interests in
a global security within its book-entry system use immediately available
funds and your broker or bank may require you to do so as well; and
- Financial institutions that participate in the depositary's book-entry
system, and through which an investor holds its interest in the global
securities, may also have their own policies affecting payments, notices
and other matters relating to the debt securities. There may be more than
one financial intermediary in the chain of ownership for an investor. We
do not monitor and are not responsible for the actions of any of those
intermediaries.
SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED
In a few special situations described below, a global security will be
terminated and interests in it will be exchanged for certificates in non-global
form representing the debt securities it represented. After that exchange, the
choice of whether to hold the debt securities directly or in street name will be
up to the investor. Investors must consult their own banks or brokers to find
out how to have their interests in a global security transferred on termination
to their own names, so that they will be holders. We have described the rights
of holders and street name investors above under "--Legal Owner of Debt
Securities".
The special situations for termination of a global security are as follows:
- if the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security and we do not
appoint another institution to act as depositary within 60 days;
- if we notify the trustee that we wish to terminate that global security;
or
- if an event of default has occurred with regard to debt securities
represented by that global security and has not been cured or waived; we
discuss defaults later under "--Default, Remedies and Waiver of Default".
If a global security is terminated, only the depositary, and not we or the
trustee, is responsible for deciding the names of the institutions in whose
names the debt securities represented by the global security will be registered
and, therefore, who will be the holders of those debt securities.
GUARANTEE OF DEBT SECURITIES OF CORNING FINANCE B.V.
All debt securities issued by Corning Finance B.V. will be fully and
unconditionally guaranteed under a guarantee of Corning Incorporated of the
payment of principal of and any premium, interest and certain "additional
7
amounts" (as explained below under "--Payment of Additional Amounts with Respect
to Guaranteed Debt Securities") on these debt securities when due, whether at
maturity or otherwise. Under the terms of the guarantee, holders of the
guaranteed debt securities will not be required to exercise their remedies
against Corning Finance B.V. before they proceed directly against Corning
Incorporated.
PAYMENT OF ADDITIONAL AMOUNTS WITH RESPECT TO GUARANTEED DEBT SECURITIES
Unless otherwise indicated in your prospectus supplement, all amounts of
principal of and any premium, and interest, on any guaranteed debt securities
will be paid by Corning Finance B.V. without deduction or withholding for any
taxes, assessments or other charges imposed by the government of The Netherlands
(or the government of a jurisdiction in which a successor to Corning Finance
B.V. is organized). If deduction or withholding of any of these charges is
required by The Netherlands (or by a jurisdiction in which a successor to
Corning Finance B.V. is organized), Corning Finance B.V. will pay as additional
interest any additional amounts necessary to make the net amount paid to the
affected holders equal the amount the holders would have received in the absence
of the deduction or withholding. However, these "additional amounts" do not
include:
- the amount of any tax, assessment or other governmental charge imposed by
any unit of the United States;
- the amount of any tax, assessment or other governmental charge which is
only payable because either:
-- a certain type of connection exists between the holder and The
Netherlands; or
-- the holder presented the debt security for payment more than 30 days
after the date on which the relevant payment became due or was
provided for, whichever is later;
- the amount of any tax, assessment or other governmental charge which is
payable other than by deduction or withholding from a payment on the debt
securities;
- the amount of any tax, assessment or other governmental charge that is
imposed or withheld due to the beneficial owner of the debt security
failing to comply with a request from us to either provide information
concerning the beneficial owner's nationality, residence or identity or
make any claim to satisfy any information or reporting requirement, if the
completion of either would have provided an exemption from the applicable
governmental charge;negotiated transactions, or
- any combination of such methods of sale.
The shares may be sold at a fixed offering price, which may be changed, or
at market prices prevailing at the taxes, assessmentstime of sale, or other governmental charges
described above.at negotiated prices. Such
transactions may or may not involve brokers or dealers.
The prospectus supplement will describe any additional circumstances under which
additional amounts will not be paid with respectselling shareholders may sell shares directly to debt securities.
REDEMPTION AND REPAYMENT
Unless otherwise indicated in your prospectus supplement, your debt security
will not be entitledpurchasers or sell
shares to, or through, broker-dealers. These broker-dealers may act as an agent
of the benefit of any sinking fund--that is, we will not
deposit money on a regular basis into any separate custodial account to repay
your debt securities. In addition, we will not be entitled to redeem your debt
security before its stated maturity unless your prospectus supplement specifies
a redemption commencement date. You will not be entitled to require us to buy
your debt security from you, before its stated maturity, unless your prospectus
supplement specifies oneselling shareholders or more repayment dates.
If your prospectus supplement specifies a redemption commencement date or a
repayment date, it will also specify one or more redemption prices or repayment
prices, which will be expressed as a percentageprincipal for the broker-dealer's own
account. Such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the principal amountselling shareholders and/or the purchasers
of your
debt security. Itshares. This compensation may be received if the broker-dealer acts as an
agent or as a principal. This compensation may also specify one or more redemption periods during whichexceed customary
commissions.
The selling shareholders and any broker-dealers who act in connection with
the redemption prices relating to a redemptionsale of debt securities during those
periods will apply.
If your prospectus supplement specifies a redemption commencement date, your
debt
8
security willshares may be redeemable at our option at any time on or after that date. If
we redeem your debt security, we will do so at the specified redemption price,
together with interest accrued to the redemption date. If different prices are
specified for different redemption periods, the price we pay will be the price
that applies to the redemption period during which your debt security is
redeemed.
If your prospectus supplement specifies a repayment date, your debt security
will be repayable at your option on the specified repayment date at the
specified repayment price, together with interest accrued to the repayment date.
In the event that we exercise an option to redeem any debt security, we will
give to the trustee and the holder written notice of the principal amount of the
debt security to be redeemed, not less than 30 days nor more than 60 days before
the applicable redemption date. We will give the notice in the manner described
below in "--Notices".
If a debt security represented by a global security is subject to repayment
at the holder's option, the depositary or its nominee, as the holder, will be
the only person that can exercise the right to repayment. Any indirect holders
who own beneficial interests in the global security and wish to exercise a
repayment right must give proper and timely instructions to their banks or
brokers through which they hold their interests, requesting that they notify the
depositary to exercise the repayment right on their behalf. Different firms have
different deadlines for accepting instructions from their customers, and you
should take care to act promptly enough to ensure that your request is given
effect by the depositary before the applicable deadline for exercise.
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONTACT THEIR BANKS OR BROKERS FOR
INFORMATION ABOUT HOW TO EXERCISE A REPAYMENT RIGHT IN A TIMELY MANNER.
In the event that the option of the holder to elect repayment as described
above is deemed to be a "tender offer""underwriters" within the meaning of Rule 14e-1the
Securities Act. Any commission received by such broker-dealers, and any profit
on the resale of shares sold by them while acting as principals, could be deemed
to be underwriting discounts or commissions under the Securities Exchange ActAct.
The selling shareholders may agree to indemnify any agent, dealer or
broker-dealer who participates in transactions involving sales of 1934,shares against
certain liabilities, including liabilities arising under the Securities Act.
If the selling shareholders notify us that any material arrangement has been
entered into with a broker-dealer for the sale of shares through:
- a block trade, or
- special offering, or
- exchange distribution or secondary distribution, or
- a purchase by a broker or dealer,
then we will comply withfile, if required, a prospectus pursuant to 424(b) under the
Securities Act or a supplement to this prospectus pursuant to Rule 14e-1 as then in
effect424(c) under
the Securities Act to the extent it is applicable to us and the transaction.
We or our affiliates may purchase debt securities from investors who are
willing to sell from time to time, either in the open market at prevailing
prices or in private transactions at negotiated prices. Debt securities that we
or they purchase may, at our discretion, be held, resold or canceled.
OPTIONAL TAX REDEMPTION
Unless otherwise indicated in your prospectusrequired.
The supplement each series of
debt securities of Corning Finance B.V. may be redeemed at the option of Corning
Finance B.V., in whole but not in part at any time (except in the case of debt
securities that have a variable rate of interest, which may be redeemed on any
interest payment date) at a redemption price equalwill disclose, to the principal amount plus
accrued interest toextent required:
- the datename of redemption (except insuch selling shareholder and of the case of outstanding
original issue discount debt securities which may be redeemed at the redemption
price specified by the terms of that series of debt securities) if:participating
broker-dealer(s),
- Corning Finance B.V. would be required to pay additional amounts (as
explained above under "--Payment of Additional Amounts With Respect to
Guaranteed Debt Securities") as a result of any change in the tax laws of
The Netherlands which becomes effective on or after the date of issuance
of that series, or
- as a result of any change in any treaty affecting taxation to which The
Netherlands (or a jurisdiction in which a successor to Corning Finance
B.V. is organized) is a party which becomes effective on or after a date
on which Corning Incorporated borrows money from Corning Finance B.V.,
Corning Incorporated would be required to deduct or withhold tax on any
payment to Corning Finance B.V. to enable it to make any payment of
principal, premium, if any, or interest.
In both of these cases, however, we will not be permitted to redeem a series
of debt securities if we can avoid either the payment of additional amounts, or
deductions or withholding, as the case may be, by using reasonable measures
available to us.
9
CONVERSION
Your debt securities may be convertible into or exchangeable for common
stock or other securities of Corning Incorporated if your prospectus supplement
so provides. If your debt securities are convertible or exchangeable, your
prospectus supplement will include provisions as to whether conversion or
exchange is mandatory, at your option or at our option. Your prospectus
supplement would also include provisions regarding the adjustment of the number of shares of common stock or other securities of Corning Incorporated to be
received by you upon conversion or exchange.
MERGERS AND SIMILAR TRANSACTIONS
We are generally permitted to merge or consolidate with another firm. We are
also permitted to sell substantially all our assets to another firm. We may not
take any of these actions, however, unless all the following conditions are met:involved,
- Where we merge out of existence or sell our assets, the successor firm
must agree to be legally responsible for the debt securities and must be
organized as a corporation, partnership, trust, limited liability company
or similar entity. In the case of a merger or consolidation of Corning
Incorporated, the successor firm may not be organized under a foreign
country's laws (that is, it must be organized under the laws of a State or
the District of Columbia or under federal law). In the case of a merger or
consolidation of Corning Finance B.V., the successor firm may be organized
under the laws of any jurisdiction.
- The merger, sale of assets or other transaction must not cause a default
on the debt securities, and we must not already be in default (unless the
merger or other transaction would cure the default). For purposes of this
no-default test, a default would include an event of default that has
occurred and not been cured, as described below under "Event of Default".
A default for this purpose would also include any event that would be an
event of default if the requirements for giving us default notice or our
default having to exist for a specific period of time were disregarded.
- It is possible that the merger, sale of assets or other transaction would
cause some of our property to become subject to a mortgage or other legal
mechanism giving lenders preferential rights in that property over other
lenders or over our general creditors if we fail to pay them back. We have
promised to limit these preferential rights on our property, called
"liens." This limitation is discussed below under "Restrictive Covenant
and Defeasance--Restrictions on Liens". If a merger or other transaction
would create any liens on our property, we must comply with that
restrictive covenant. We would do this either by deciding that the liens
were permitted, or by following the requirements of the restrictive
covenant to grant an equivalent or higher-ranking lien on the same
property to you and the other direct holders of the debt securities.
- In the case of guaranteed debt securities, the successor to Corning
Finance B.V., if not organized in the United States, must agree to pay the
holder of each guaranteed debt security any "additional amounts" (as
explained above under "--Payment of Additional Amounts with Respect to
Guaranteed Debt Securities") or other expenses imposed on the holder as a
result of the merger, consolidation or sale.
RESTRICTIVE COVENANTS AND DEFEASANCE
RESTRICTIONS ON LIENS
In each indenture, Corning Incorporated promises that it will not become
obligated on any new debt that is secured by a lien on any of its principal
domestic manufacturing properties, or on any shares of stock or debt of any of
its domestic subsidiaries, unless it grants an equivalent or higher-ranking lien
on the same property to you and the other direct holders of
10
the debt securities and, if applicable, the guarantees.
Corning Incorporated does not need to comply with this restriction if the
amount of all debt that is secured by liens on its principal domestic
manufacturing properties is less than 10% of its consolidated net tangible
assets. In performing this calculation, debt secured would include the new debt
and the securities which it would secure as described in the previous paragraph.
This restriction on liens does not apply to debt secured by certain types of
liens, and Corning Incorporated can disregard this debt when we calculate the
limits imposed by this restriction. These types of liens are:
- liens on the property of any domestic subsidiaries of Corning
Incorporated, or on their shares of stock or debt, if those liens existed
at the time the corporation became a domestic subsidiary of Corning
Incorporated or as of the date that debt securities are first issued under
the applicable indenture;
- liens in favor of Corning Incorporated or its domestic subsidiaries;
- certain mechanics' liens, tax liens, liens in favor of, and to secure
payments or the acquisition of property from any governmental body by law
or because of a contract Corning Incorporated has entered into, and other
liens incidental to construction, conduct of business or ownership of its
property or of any domestic subsidiary;
- liens on property that existed at the time Corning Incorporated acquired
the property (including property it may acquire through a merger or
similar transaction) or that it granted in order to purchase, alter or
construct the property (sometimes called "purchase money mortgages"); and
- liens arising from any judgment, decree or order of a court so long as
proceedings to review these judgments have not been terminated or the
period in which to initiate proceedings has not expired.
Corning Incorporated can also disregard debt secured by liens that extend, renew
or replace any of these types of liens.
Corning Incorporated and its subsidiaries are permitted to have as much
unsecured debt as they may choose, and neither indenture restricts liens of any
of the shares of stock of Corning Incorporated of less than 80%-owned
subsidiaries.
RESTRICTIONS ON SALES AND LEASEBACKS
In each indenture, Corning Incorporated promises that neither it nor any of
its domestic subsidiaries will enter into any sale and leaseback transaction
involving a principal domestic manufacturing property, unless it complies with
this restrictive covenant. A "sale and leaseback transaction" generally is an
arrangement between Corning Incorporated or a domestic subsidiary and a bank,
insurance company or other lender or investor where Corning Incorporated or the
domestic subsidiary lease a principal domestic manufacturing property which was
or will be sold by Corning Incorporated or the domestic subsidiary to that
lender or investor more than 180 days after the completion of construction of
the property and the beginning of its full operation.
Corning Incorporated does not need to comply with this restriction if the
amount of attributable debt is less than 10% of its consolidated net tangible
assets. Corning Incorporated can comply with this restrictive covenant if it
retires an amount of funded debt, within 180 days of the transaction, equal to
at least the net proceeds of the sale of the principal domestic manufacturing
property that it leases in the transaction or the fair value of that property
(subject to credits for certain voluntary retirements of debt securities and
funded debt we may make), whichever is greater.
This restriction on sales and leasebacks does not apply to any sale and
leaseback transaction that is between Corning Incorporated and one of its
domestic subsidiaries or between domestic
11
subsidiaries, or that involves a lease for a period of three years or less.
CERTAIN DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS
Following are the meanings of the terms that are important in understanding
the restrictive covenants previously described.
- "attributable debt" means the total net amount of rent (discounted at a
rate of 15% per annum compounded semi-annually) that is required to be
paid during the remaining term of any lease.
- "consolidated net tangible assets" is the total amount of assets (less
reserves and certain other permitted deductible items), after subtracting
all current liabilities and all goodwill, trade names, trademarks,
patents, unamortized debt discounts and expenses and similar intangible
assets, as such amounts appear on the most recent consolidated balance
sheet of Corning Incorporated and computed in accordance with generally
accepted accounting principles.
- A "domestic subsidiary" means any subsidiary of Corning Incorporated
except one which does not transact a substantial portion of its business
in the United States or does not regularly keep a substantial portion of
its assets (other than intangible assets) in the United States, or one
that is used primarily to finance the operations of Corning Incorporated
outside of the United States. A "subsidiary" is a corporation in which
Corning Incorporated and/or one or more of its other subsidiaries owns at
least 80% of the voting stock, which is a kind of stock that ordinarily
permits its owners to vote for the election of directors.
- "funded debt" means all debt for borrowed money that either has a maturity
of 12 months or more from the date on which the calculation of funded debt
is made or has a maturity of less than 12 months from that date but is by
its terms renewable or extendible beyond 12 months from that date at the
option of the borrower.
- A "principal domestic manufacturing property" is any building or other
structure or facility, and the land on which it sits and its associated
fixtures, that Corning Incorporated uses primarily for manufacturing or
processing that has a gross book value in excess of 3% of consolidated net
tangible assets and that is located in the United States, other than a
building, structure or other facility that is financed by industrial
revenue bonds or that the board of directors of Corning Incorporated has
determined is not of material importance to the total business that
Corning Incorporated and its subsidiaries conduct.
DEFEASANCE AND COVENANT DEFEASANCE
Unless we say otherwise in the applicable prospectus supplement, the
provisions for full defeasance and covenant defeasance described below apply to
each debt securities as indicated in the applicable prospectus supplement. In
general, we expect these provisions to apply to each debt security that is not a
floating rate or indexed debt security and to each debt security that has a
specified currency of U.S. dollars.
FULL DEFEASANCE. If there is a change in U.S. federal tax law, as described
below, we can legally release ourselves from all payment and other obligations
on your debt securities. This is called full defeasance. To do so, each of the
following must occur:
- We must deposit in trust for the benefit of all holders a combination of
money and U.S. government or U.S. government agency notes or bonds that
will generate enough cash to make interest, principal and any other
payments on your debt securities on their various due dates;
- There must be a change in current U.S. federal tax law or an Internal
Revenue Service ruling that lets us make the above deposit without causing
you to be taxed on your debt security any differently than if we did not
make the deposit and just
12
repaid the debt security ourselves. Under current federal tax law, the
deposit and our legal release from the debt security would be treated as
though we took back your debt security and gave you your share of the cash
and debt security or bonds deposited in trust. In that event, you could
recognize gain or loss on your debt security; and
- We must deliver to the trustee a legal opinion of our counsel confirming
the tax law change described above.
If we ever fully defease your debt security, you will have to rely solely on
the trust deposit for payments on your debt security. You could not look to us
for payment in the event of any shortfall.
COVENANT DEFEASANCE. Under current U.S. federal tax law, we can make the
same type of deposit described above and be released from certain restrictive
covenants relating to your debt security. This is called covenant defeasance. In
that event, you would lose the protection of those restrictive covenants. In
order to achieve covenant defeasance, we must do both of the following:
- We must deposit in trust for the benefit of the holders a combination of
money and government or U.S. government notes or bonds that will generate
enough cash to make interest, principal and other payments on your debt
security on their various due dates.
- We must deliver to the trustee a legal opinion of our counsel confirming
that under current U.S. federal income tax law we may make the above
deposit without causing you to be taxed on your debt security any
differently than if we did not make the deposit and just repaid the debt
security ourselves.
If we accomplish covenant defeasance with regard to your debt security, the
following provisions of the indenture and the debt securities would no longer
apply:
- The condition regarding the treatment of liens when we merge or engage in
similar transactions, as described above under "--Restriction on Liens"
and any other covenants that your prospectus supplement may state are
applicable to your debt security.
- The events of default resulting from a breach of covenants, described
below in the fourth item under "--Default, Remedies and Waiver of
Default--Events of Default".
If we accomplish covenant defeasance, you can still look to us for repayment
of your debt security in the event of any shortfall in the trust deposit. You
should note, however, that if one of the remaining events of default occurred,
such as our bankruptcy, and your debt security became immediately due and
payable, there may be a shortfall. Depending on the event causing the default,
you may not be able to obtain payment of the shortfall.
DEFAULT, REMEDIES AND WAIVER OF DEFAULT
You will have special rights if an event of default with respect to your
debt security occurs and is not cured, as described in this subsection.
EVENTS OF DEFAULT
With respect to your debt security, when we refer to an event of default, we
mean any of the following:
- We do not pay interest on a debt security within 30 days of its due date.
- We do not pay the principal or any premium on a debt security on its due
date.
- We do not deposit any sinking fund payment on its due date.
- We remain in breach of our covenant described under "--Restrictive
Covenant and Defeasance--Restrictions on Liens" above, or any other
covenant we make in the indenture for 60 days after we receive a notice of
default stating we are in breach. The notice must be sent by either the
trustee or holders of 25% of the principal amount of debt security of the
affected series.
13
- We file for bankruptcy or certain other events in bankruptcy, insolvency
or reorganization occur.
- Any other event of default described in the prospectus supplement occurs.
REMEDIES IF AN EVENT OF DEFAULT OCCURS
If an event of default has occurred and has not been cured or waived, the
trustee or the holders of 25% or more in principal amount of all debt securities
of the affected series may declare the entire principal amount of all the debt
securities to be due immediately. If an event of default occurs because of
events in bankruptcy, insolvency or reorganization relating to Corning
Incorporated, the entire principal amount of all the debt securities will be
automatically accelerated, without any action by the trustee or any holder.
Each of the situations described above is called an acceleration of the
maturity of the affected debt securities. If the maturity of any debt securities
is accelerated and a judgment for payment has not yet been obtained, the holders
of a majority in principal amount of the debt securities affected by the
acceleration may cancel the acceleration for all the affected debt securities.
If an event of default occurs, the trustee will have special duties. In that
situation, the trustee will be obligated to use those of its rights and powers
under the applicable indenture, and to use the same degree of care and skill in
doing so, that a prudent person would use in that situation in conducting his or
her own affairs.
Except as described in the prior paragraph, the trustee is not required to
take any action under the applicable indenture at the request of any holders
unless the holders offer the trustee reasonable protection from expenses and
liability. This is called an indemnity. If the trustee is provided with an
indemnity reasonably satisfactory to it, the holders of a majority in principal
amount of the relevant series of debt securities may direct from time to time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority holders may also direct the
trustee in performing any other action under the applicable indenture with
respect to the relevant series of debt securities.
Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:
- The holder of your debt security must give the trustee written notice that
an event of default has occurred, and the event of default must not have
been cured or waived.
- The holders of 25% or more in principal amount of all of the relevant debt
securities must make a written request that the trustee take action
because of the default, and they or other holders must offer to the
trustee indemnity reasonably satisfactory to the trustee against the cost
and other liabilities of taking that action.
- The trustee must not have taken action for 60 days after the above steps
have been taken. During those 60 days, the holders of a majority in
principal amount of the related series of debt securities must not have
given the trustee directions that are inconsistent with the written
request of the holders of not less than 25% in principal amount of all the
relevant series of debt securities.
You are, however, entitled at any time to bring a lawsuit for the payment of
money due on your debt securities on or after its due date.
WAIVER OF DEFAULT
The holders of a majority in principal amount of the relevant series of debt
securities may waive a default for all of the relevant series of debt
securities. If this happens, the default will be treated as if it has not
occurred. No one can waive a payment default on your debt security, however,
without the approval of the particular holder of that debt security.
14
WE WILL GIVE THE TRUSTEE INFORMATION ABOUT DEFAULTS ANNUALLY
We will furnish to the trustee every year a written statement of two of our
officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND HOW TO DECLARE OR CANCEL AN ACCELERATION.
MODIFICATION AND WAIVER OF COVENANTS
There are three types of changes we can make to the indenture and the debt
securities.
CHANGES REQUIRING EACH HOLDER'S APPROVAL
First, there are changes that we or the trustee cannot make without the
approval of each holder of debt security affected by the change. We cannot:
- change the stated maturity for any principal or interest payment on a debt
security;
- reduce the principal amount, the amount payable on acceleration of the
maturity after a default, the interest rate or the redemption price for a
debt security;
- in the case of guaranteed debt securities, change any obligation to pay
additional amounts, as explained above under "--Payment of Additional
Amounts With Respect to Guaranteed Debt Securities";
- permit redemption of a debt security if not previously permitted;
- impair any right a holder may have to require repayment of its debt
security;
- change the currency of any payment on a debt security other than as
permitted by the debt security;
- change the place of payment on a debt security, if it is in non-global
form;
- impair a holder's right to sue for payment of any amount due on its debt
security;
- in the case of guaranteed debt securities, change any obligation to pay
additional amounts, as explained above;
- reduce the percentage in principal amount of the debt securities and any
other affected series of debt securities, taken together, the approval of
whose holders is needed to change the indenture or the debt securities;
- reduce the percentage in principal amount of the debt securities and any
other affected series of debt securities, taken separately or together, as
the case may be, the consent of whose holders is needed to waive our
compliance with the applicable indenture or to waive defaults; and
- change the provisions of the applicable indenture dealing with
modification and waiver in any other respect, except to increase any
required percentage referred to above or to add to the provisions that
cannot be changed or waived without approval.
CHANGES NOT REQUIRING APPROVAL
The second type of change does not require any approval by holders of the
debt securities. This type is limited to clarifications and changes that would
not adversely affect the debt securities in any material respect. Nor do we need
any approval to make any change that affects only debt securities to be issued
under each indenture after the changes take effect.
We may also make changes or obtain waivers that do not adversely affect a
particular debt security, even if they affect other debt securities. In those
cases, we do not need to obtain the approval of the holder of that debt
security; we need only obtain any required approvals from the holders of the
affected debt securities or other debt securities.
15
CHANGES REQUIRING MAJORITY APPROVAL
Any other change to each indenture and the debt securities would require the
following approval:
- If the change affects only one series of debt securities, it must be
approved by the holders of a majority in principal amount of the relevant
series of debt securities.
- If the change affects more than one series of debt securities issued under
each indenture, it must be approved by the holders of a majority in
principal amount of the series affected by the change, with all affected
series voting together as one class for this purpose.
In each case, the required approval must be given by written consent.
The same majority approval would be required for us to obtain a waiver of
any of our covenants in each indenture. Our covenants include the promises we
make about merging and putting liens on our interests, which we describe above
under "--Mergers and Similar Transactions" and "--Restrictive Covenants and
Defeasance". If the holders agree to waive a covenant, we will not have to
comply with it.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE
APPLICABLE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
FORM, EXCHANGE AND TRANSFER
If the debt securities cease to be issued in global form, they will be
issued:
- only in full registered form;
- without interest coupons; and
- unless we indicate otherwise in your prospectus supplement, in
denominations of $1,000 and that are multiples of $1,000;
Holders may exchange their debt securities for debt securities of smaller
denominations or combined into fewer debt securities of larger denominations, as
long as the total principal amount is not changed.
Holders may exchange or transfer their debt securities at the office of the
trustee. We have appointed the trustee to act as our agent for registering debt
securities in the names of holders transferring debt securities. We may appoint
another entity to perform these functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or exchange
their debt securities, but they may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will be made only if our transfer agent is satisfied with the holder's
proof of legal ownership.
If we have designated additional transfer agents for your debt security,
they will be named in your prospectus supplement. We may appoint additional
transfer agents or cancel the appointment of any particular transfer agent. We
may also approve a change in the office through which any transfer agent acts.
If any debt securities are redeemable and we redeem less than all those debt
securities, we may block the transfer or exchange of those debt securities
during the period beginning 15 days before the day we mail the notice of
redemption and ending on the day of that mailing, in order to list the holders
to prepare the mailing. We may also refuse to register transfers of or exchange
any debt securities for redemption, except that we will continue to permit
transfers and exchanges of the unredeemed portion of any debt security being
partially redeemed.
If a debt security is issued as a global security, only the depositary will
be entitled to transfer and exchange the debt security as described in this
subsection, since it will be the sole holder of the debt security.
PAYMENT MECHANICS
WHO RECEIVES PAYMENT?
If interest is due on a debt security on an interest payment date, we will
pay the interest to the person or entity in whose name the debt
16
security is registered at the close of business on the regular record date (see
below) relating to the interest payment date. If interest is due at maturity but
on a day that is not an interest payment date, we will pay the interest to the
person or entity entitled to receive the principal of the debt security. If
principal or another amount besides interest is due on a debt security at
maturity, we will pay the amount to the holder of the debt security against
surrender of the debt security at a proper place of payment (or, in the case of
a global security, in accordance with the applicable policies of the
depositary).
HOW WE WILL MAKE PAYMENTS DUE IN U.S. DOLLARS
We will follow the practice described in this subsection when paying amounts
due in U.S. dollars. Payments of amounts due in other currencies will be made as
described in the next subsection.
PAYMENTS ON GLOBAL SECURITIES. We will make payments on a global security
in accordance with the applicable policies of the depositary as in effect from
time to time. Under those policies, we will pay directly to the depositary, or
its nominee, and not to any indirect holders who own beneficial interests in the
global security. An indirect holder's right to those payments will be governed
by the rules and practices of the depositary and its participants, as described
under "--What Is a Global Security?".
PAYMENTS ON NON-GLOBAL SECURITIES. We will make payments on a debt security
in non-global form as follows. We will pay interest that is due on an interest
payment date by check mailed on the interest payment date to the holder at his
or her address shown on the trustee's records as of the close of business on the
record date. We will make all other payments by check at the paying agent
described below, against surrender of the debt security. All payments by check
will be made in next-day funds--I.E.,funds that become available on the day
after the check is cashed.
Alternatively, if a non-global security has a face amount of at least
$1,000,000 and the holder asks us to do so, we will pay any amount that becomes
due on the debt security by wire transfer of immediately available funds to an
account at a bank in New York City, on the due date. To request wire payment,
the holder must give the paying agent appropriate transfer instructions at least
five business days before the requested wire payment is due. In the case of any
interest payment due on an interest payment date, the instructions must be given
by the person who is the holder on the relevant regular record date. In the case
of any other payment, payment will be made only after the debt security is
surrendered to the paying agent. Any wire instructions, once properly given,
will remain in effect unless and until new instructions are given in the manner
described above.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS ON THEIR DEBT SECURITIES.
HOW WE WILL MAKE PAYMENTS DUE IN OTHER CURRENCIES
We will follow the practice described in this subsection when paying amounts
that are due in a specified currency other than U.S. dollars.
PAYMENTS ON GLOBAL SECURITIES. We will make payments on a global security
in accordance with the applicable policies of the depositary as in effect from
time to time. We understand that these policies, as currently in effect at DTC,
are as follows.
Unless otherwise indicated in your prospectus supplement, if you are an
indirect holder of global notes denominated in a specified currency other than
U.S. dollars and if you elect to receive payments in that other currency, you
must notify the participant through which your interest in the global security
is held of your election:
- on or before the applicable regular record date, in the case of a payment
of interest, or
- on or before the 16th day prior to stated maturity, or any redemption or
repayment date, in the case of payment of principal or any premium.
17
You may elect to receive all or only a portion of any interest, principal or
premium payment in a specified currency other than U.S. dollars.
Your participant must, in turn, notify DTC of your election on or before the
third DTC business day after that regular record date, in the case of a payment
of interest, and on or before the 12th DTC business day prior to stated
maturity, or on the redemption or repayment date if your debt security is
redeemed or repaid earlier, in the case of a payment of principal or any
premium.
DTC, in turn, will notify the paying agent of your election in accordance
with DTC's procedures.
If complete instructions are received by the participant and forwarded by
the participant to DTC, and by DTC to the paying agent, on or before the dates
noted above, the paying agent, in accordance with DTC's instructions, will make
the payments to you or your participant by wire transfer of immediately
available funds to an account maintained by the payee with a bank located in the
country issuing the specified currency or in another jurisdiction acceptable to
us and the paying agent.
If the foregoing steps are not properly completed, we expect DTC to inform
the paying agent that payment is to be made in U.S. dollars. In that case, we or
our agent will convert the payment to U.S. dollars in the manner described below
under "--Conversion to U.S. Dollars". We expect that we or our agent will then
make the payment in U.S. dollars to DTC, and that DTC in turn will pass it along
to its participants.
INDIRECT HOLDERS OF A GLOBAL SECURITY DENOMINATED IN A CURRENCY OTHER THAN U.S.
DOLLARS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW TO REQUEST
PAYMENT IN THE SPECIFIED CURRENCY.
PAYMENTS ON NON-GLOBAL SECURITIES. Except as described in the last
paragraph under this heading, we will make payments on debt securities in
non-global form in the applicable specified currency. We will make these
payments by wire transfer of immediately available funds to any account that is
maintained in the applicable specified currency at a bank designated by the
holder and acceptable to us and the trustee. To designate an account for wire
payment, the holder must give the paying agent appropriate wire instructions at
least five business days before the requested wire payment is due. In the case
of any interest payment due on an interest payment date, the instructions must
be given by the person or entity who is the holder on the regular record date.
In the case of any other payment, the payment will be made only after the debt
security is surrendered to the paying agent. Any instructions, once properly
given, will remain in effect unless and until new instructions are properly
given in the manner described above.
If a holder fails to give instructions as described above, we will notify
the holder at the address in the trustee's records and will make the payment
within five business days after the holder provides appropriate instructions.
Any late payment made in these circumstances will be treated under the indenture
as if made on the due date, and no interest will accrue on the late payment from
the due date to the date paid.
Although a payment on a debt security in non-global form may be due in a
specified currency other than U.S. dollars, we will make the payment in U.S.
dollars if the holder asks us to do so. To request U.S. dollar payment, the
holder must provide appropriate written notice to the trustee at least five
business days before the next due date for which payment in U.S. dollars is
requested. In the case of any interest payment due on an interest payment date,
the request must be made by the person or entity who is the holder on the
regular record date. Any request, once properly made, will remain in effect
unless and until revoked by notice properly given in the manner described above.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS OF A DEBT SECURITY WITH A SPECIFIED
CURRENCY OTHER THAN U.S. DOLLARS SHOULD CONTACT THEIR BANKS OR BROKERS FOR
INFORMATION ABOUT HOW TO RECEIVE PAYMENTS IN THE SPECIFIED CURRENCY OR IN U.S.
DOLLARS.
CONVERSION TO U.S. DOLLARS. When we are asked by a holder to make payments
in U.S. dollars of an amount due in another currency, either on a global
security or a non-global
18
security as described above, we will determine the U.S. dollar amount the holder
receives as follows. The exchange rate agent described below will request
currency bid quotations expressed in U.S. dollars from three or, if three are
not available, then two, recognized foreign exchange dealers in New York City,
any of which may be the exchange rate agent, as of 11:00 A.M., New York City
time, on the second business day before the payment date. Currency bid
quotations will be requested on an aggregate basis, for all holders of debt
securities, if any, requesting U.S. dollar payments of amounts due on the same
date in the same specified currency. The U.S. dollar amount the holder receives
will be based on the highest acceptable currency bid quotation received by the
exchange rate agent. If the exchange rate agent determines that at least two
acceptable currency bid quotations are not available on that second business
day, the payment will be made in the specified currency.
To be acceptable, a quotation must be given as of 11:00 A.M., New York City
time, on the second business day before the due date and the quoting dealer must
commit to execute a contract at the quotation.
A holder that requests payment in U.S. dollars will bear all associated
currency exchange costs, which will be deducted from the payment.
WHEN THE SPECIFIED CURRENCY IS NOT AVAILABLE. If we are obligated to make
any payment in a specified currency other than U.S. dollars, and the specified
currency is not available to us due to circumstances beyond our control--such as
the imposition of exchange controls or a disruption in the currency markets--we
will be entitled to satisfy our obligation to make the payment in that specified
currency by making the payment in U.S. dollars, on the basis of the most
recently available exchange rate.
For a specified currency other than U.S. dollars, the exchange rate will be
the noon buying rate for cable transfers of the specified currency in New York
City as quoted by the Federal Reserve Bank of New York on the then-most recent
day to which that Bank has quoted that rate.
The foregoing will apply to any debt security, whether in global or
non-global form, and to any payment, including a payment at maturity. Any
payment made under the circumstances and in a manner described above will not
result in a default under any of the indenture.
THE EURO. The euro may be a specified currency for some debt securities. On
January 1, 1999, the euro became the legal currency for the 11 member states
participating in the European Economic and Monetary Union. During a transition
period from January 1, 1999 to December 31, 2001 and for a maximum of six months
thereafter, the former national currencies of these 11 member states will
continue to be legal tender in their country of issue, at rates irrevocably
fixed on December 31, 1998.
EXCHANGE RATE AGENT. If we issue a debt security in a specified currency
other than U.S. dollars, we will appoint a financial institution to act as the
exchange rate agent and will name the institution initially appointed when the
debt security is originally issued in the applicable prospectus supplement. We
may change the exchange rate agent from time to time after the original issue
date of the debt security without your consent and without notifying you of the
change.
All determinations made by the exchange rate agent will be at its sole
discretion unless we state in the applicable prospectus supplement that any
determination is subject to our approval. In the absence of manifest error,
those determinations will be conclusive for all purposes and binding on you and
us, without any liability on the part of the exchange rate agent.
PAYMENT WHEN OFFICES ARE CLOSED
If any payment is due on a debt security on a day that is not a business
day, we will make the payment on the next day that is a business day. Payments
postponed to the next business day in this situation will be treated under the
indenture as if they were made on the original due date. Postponement of this
kind will not result in a default under any debt security or the indenture, and
no interest will accrue on the
19
postponed amount from the original due date to the next day that is a business
day.
PAYING AGENT
We may appoint one or more financial institutions to act as our paying
agents, at whose designated offices debt securities in non-global entry form may
be surrendered for payment at their maturity. We call each of those offices a
paying agent. We may add, replace or terminate paying agents from time to time.
We may also choose to act as our own paying agent. Initially, we have appointed
the trustee, at its corporate trust office in New York City, as the paying
agent. We must notify you of changes in the paying agents.
UNCLAIMED PAYMENTS
Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of two years after the amount is due to
a holder will be repaid to us. After that two-year period, the holder may look
only to us for payment and not to the trustee, any other paying agent or anyone
else.
NOTICES
Notices to be given to holders of a global debt security will be given only
to the depositary, in accordance with its applicable policies as in effect from
time to time. Notices to be given to holders of debt securities not in global
form will be sent by mail to the respective addresses of the holders as they
appear in the trustee's records, and will be deemed given when mailed. Neither
the failure to give any notice to a particular holder, nor any defect in a
notice given to a particular holder, will affect the sufficiency of any notice
given to another holder.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW THEY WILL RECEIVE NOTICES.
OUR RELATIONSHIP WITH THE TRUSTEE
The Chase Manhattan Bank is initially serving as the trustee for the debt
securities and all other series of debt securities to be issued under the
indenture. The Chase Manhattan Bank acts as the trustee of our investment plans
and has provided commercial banking and other services for us and our related
companies in the past and may do so in the future.
SERVICE OF PROCESS
Corning Finance B.V. has appointed CT Corporation System acting through its
office at 1633 Broadway, New York, New York as its authorized agent for service
of process in any legal action or proceeding relating to the indenture to which
it is a party, the guaranteed debt securities or the guarantee brought in any
federal or state court in New York City and has submitted to the non-exclusive
jurisdiction of those courts.
20
DESCRIPTION OF WARRANTS
Corning Incorporated may issue warrants to purchase its debt securities, as
well as warrants to purchase its preferred or common stock. Warrants may be
issued independently or together with any securities and may be attached to or
separate from those securities. The warrants will be issued under warrant
agreements to be entered into between Corning Incorporated and a bank or trust
company, as warrant agent, all as will be set forth in the related prospectus
supplement.
DEBT WARRANTS
The following briefly summarizes the material terms of the debt warrant
agreement, other than pricing and related terms disclosed in the accompanying
prospectus supplement. You should read the particular terms of any debt warrants
that are offered by us and the applicable debt warrant agreement which will be
described in more detail in a prospectus supplement. The prospectus supplement
will also state whether any of the generalized provisions summarized below do
not apply to the debt warrants being offered.
GENERAL
Corning Incorporated may issue warrants for the purchase of its debt
securities. As explained below, each debt warrant will entitle its holder to
purchase debt securities at an exercise price set forth in, or to be
determinable as set forth in, the related prospectus supplement. Debt warrants
may be issued separately or together with debt securities.
The debt warrants are to be issued under debt warrant agreements to be
entered into between Corning Incorporated and one or more banks or trust
companies, as debt warrant agent, all as will be set forth in the prospectus
supplement relating to the debt warrants being offered by the prospectus
supplement. A form of debt warrant agreement, including a form of debt warrant
certificate representing the debt warrants, reflecting the alternative
provisions that may be included in the debt warrant agreements to be entered
into with respect to particular offerings of debt warrants, is included as an
exhibit to the registration statement of which this prospectus forms a part. See
"Where You Can Find More Information" below for information on how to obtain a
copy of the form of debt warrant agreement.
TERMS OF THE DEBT WARRANTS TO BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT
The particular terms of each issue of debt warrants, the debt warrant
agreement relating to the debt warrants and the debt warrant certificates
representing debt warrants will be described in the applicable prospectus
supplement. This description will include:
- the initial offering price;
- the currency or currency unit in which the price for the debt warrants is
payable;
- the title, aggregate principal amount and terms of the debt securities
purchasable upon exercise of the debt warrants;
- the title and terms of any related debt securities with which the debt
warrants are issued and the number of the debt warrants issued with each
debt security;
- the date, if any, on and after which the debt warrants and the related
debt securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise of each
debt warrant and the price at which that principal amount of debt
securities may be purchased upon exercise of each debt warrant;such shares were sold,
5
- the date on whichcommissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to verify the
right to exercise the debt warrants will commenceinformation set out or incorporated by reference in this prospectus, and
the date on which this right will expire;
- if applicable, a discussion of United States federal income tax,
accounting orany other considerations applicablefacts material to the debt warrants;
- whethertransaction.
We have agreed to indemnify the debt warrants represented byselling shareholders against certain
liabilities, including liabilities under the debt warrant certificates
will be issued in registered or bearer form,Securities Act. We have also agreed
to pay the expenses of registering the shares for offering and if
21
registered, where they may be transferred and registered; and
- any other terms of the debt warrants.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations and, if in registered form, may be
presented for registration of transfer and debt warrants may be exercised at the
corporate trust office of the debt warrant agent or any other office indicated
in the related prospectus supplement. Before the exercise of debt warrants,
holders of debt warrants will not be entitled to payments of principal, premium,
if any, or interest, if any, on the debt securities purchasable upon exercise of
the debt warrants, or to enforce any of the covenants in the indenture.
EXERCISE OF DEBT WARRANTS
Unless otherwise provided in the related prospectus supplement, each debt
warrant will entitle the holder of debt warrants to purchase for cash the
principal amount of debt securities at the exercise price that will in each case
be set forth in, or be determinable as set forth in, the related prospectus
supplement. Debt warrants may be exercised at any time upsale to the
close of
business on the expiration date specified in the prospectus supplement relating
to the debt warrants. After the close of business on the expiration date or any
later date to which the expiration date may be extended by us, unexercised debt
warrants will become void.
Debt warrants may be exercised as set forth in the prospectus supplement
relating to the debt warrants. Upon receipt of payment and the debt warrant
certificate properly completed and duly executed at the corporate trust office
of the debt warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the debt securities
purchasable upon exercise of the debt warrants to the person entitled to them.
If fewer than all of the debt warrants represented by the debt warrant
certificate are exercised, a new debt warrant certificate will be issued for the
remaining amount of debt warrants.
If you hold your interest in a debt warrant indirectly, you should check
with the institution through which you hold your interest in the debt warrant to
determine how these provisions will apply to you.
MODIFICATIONS
The debt warrant agreement may be amended by Corning Incorporated and the
debt warrant agent, without the consent of the holder of any debt warrant
certificate, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained in the debt warrant
agreement, or making any provisions in regard to matters or questions arisingpublic under the debt warrant agreement that Corning Incorporated may deem necessary or
desirable; PROVIDED that the amendment may not adversely affect the interestSecurities Act.
DESCRIPTION OF CORNING CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
Corning's authorized capital stock consists of the holders of debt warrant certificates in any material respect. Corning
Incorporated and the debt warrant agent also may modify or amend the debt
warrant agreement and the terms of the debt warrants, with the consent of the
owners of not less than a majority in number of the then outstanding unexercised
debt warrants affected. However, any modification or amendment that increases
the exercise price, shortens the period of time during which the debt warrants
may be exercised or otherwise materially and adversely affects the exercise
rights of the owners of the debt warrants or reduces the number of debt warrants
the consent of whose owners is required for modification or amendment of the
debt warrant agreement or the terms of the debt warrants may be made only with
the consent of the owners affected by the modification or amendment.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
Under the debt warrant agreement, Corning Incorporated may, to the extent
permitted in the indenture, consolidate with, or sell or convey all or
substantially all of its assets to, or merge with or into, any other
corporation. If at any time there is a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of Corning
Incorporated, the successor or assuming corporation will succeed to and be
substituted for Corning Incorporated,
22
with the same effect as if it had been named in the debt warrant agreement and
in the debt warrants as Corning Incorporated. Corning Incorporated will then be
relieved of any further obligation under the debt warrant agreement or under the
debt warrants.
ENFORCEABILITY OF RIGHTS, GOVERNING LAW
The debt warrant agent will act solely as the agent of Corning Incorporated
in connection with the issuance and exercise of debt warrants and will not
assume any obligation or relationship of agency or trust for or with any holder
of a debt warrant certificate or any owner of a beneficial interest in debt
warrants. The holders of debt warrant certificates, without the consent of the
debt warrant agent, the trustee, the holder of any debt securities issued upon
exercise of debt warrants or the holder of any other debt warrant certificates,
may, on their own behalf and for their own benefit, enforce, and may institute
and maintain any suit, action or proceeding against Corning Incorporated
suitable to enforce, or otherwise in respect of, their rights to exercise debt
warrants evidenced by their debt warrant certificates. Except as may otherwise
be provided in the related prospectus supplement, each issue of debt warrants
and the applicable debt warrant agreement will be governed by the laws of the
State of New York.
EQUITY WARRANTS
The following briefly summarizes the material terms and provisions of the
equity warrants, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the particular terms of the
equity warrants that are offered by Corning Incorporated, which will be
described in more detail in a prospectus supplement. The prospectus supplement
will also state whether any of the general provisions summarized below do not
apply to the equity warrants being offered.
GENERAL
Corning Incorporated may issue warrants for the purchase of its equity
securities (I.E., preferred stock or common stock). As explained below, each
equity warrant will entitle its holder to purchase equity securities at an
exercise price set forth in, or to be determinable as set forth in, the related
prospectus supplement. Equity warrants may be issued separately or together with
equity securities.
The equity warrants are to be issued under equity warrant agreements to be
entered into between Corning Incorporated and one or more banks or trust
companies, as equity warrant agent, all as will be set forth in the prospectus
supplement relating to the equity warrants being offered by the prospectus
supplement. A form of equity warrant agreement, including a form of equity
warrant certificate representing the equity warrants, reflecting the alternative
provisions that may be included in the equity warrant agreements to be entered
into with respect to particular offerings of equity warrants, is included as an
exhibit to the registration statement of which this prospectus forms a part. See
"Where You Can Find More Information" below for information on how to obtain a
copy of the form of equity warrant agreement.
TERMS OF THE EQUITY WARRANTS TO BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT
The particular terms of each issue of equity warrants, the equity warrant
agreement relating to the equity warrants and the equity warrant certificates
representing equity warrants will be described in the applicable prospectus
supplement. This description will include:
- the title of the equity warrants;
- the securities (I.E., preferred stock or common stock) for which the
equity warrants are exercisable;
- the price or prices at which the equity warrants will be issued;
- if applicable, the designation and terms of the preferred stock or common
stock with which the equity warrants are issued, and the number of equity
warrants issued with each share of preferred stock or common stock;
- if applicable, the date on and after which the equity warrants and the
related
23
preferred stock or common stock will be separately transferable;
- if applicable, a discussion of any material federal income tax
considerations; and
- any other terms of the equity warrants, including terms, procedures and
limitations relating to the exchange and exercise of the equity warrants.
Holders of equity warrants will not be entitled, solely by virtue of being
holders, to vote, to consent, to receive dividends, to receive notice as
shareholders with respect to any meeting of shareholders for the election of our
directors or any other matter, or to exercise any rights whatsoever as
shareholders of Corning Incorporated.
The exercise price payable and the number of1,200,000,000 shares of
common stock, or
preferred stock purchasable upon the exercise of each equity warrant will be
subject to adjustment in certain events, including the issuance of a stock
dividend to holders of common stock or preferred stock or a stock split, reverse
stock split, combination, subdivision or reclassification of common stock or
preferred stock. Instead of adjusting the number of shares of common stock or
preferred stock purchasable upon exercise of each equity warrant, Corning
Incorporated may elect to adjust the number of equity warrants. No adjustments
in the number of shares purchasable upon exercise of the equity warrants will be
required until cumulative adjustments require an adjustment of at least 1% of
those shares. Corning Incorporated may, at its option, reduce the exercise price
at any time. Corning Incorporated will not issue fractional shares upon exercise
of equity warrants, but Corning Incorporated will pay the cash$.50 par value, of any
fractional shares otherwise issuable.
Notwithstanding the previous paragraph, if there is a consolidation, merger,
or sale or conveyance of substantially all of the property of Corning
Incorporated, the holder of each outstanding equity warrant will have the right
to the kind and amount of shares of stock and other securities and property
(including cash) receivable by a holder of the number of shares of common stock
or preferred stock into which that equity warrant was exercisable immediately
prior to the consolidation, merger, sale or conveyance.
EXERCISE OF EQUITY WARRANTS
Unless otherwise provided in the related prospectus supplement, each equity
warrant will entitle the holder of equity warrants to purchase for cash the
principal amount of equity securities at the exercise price that will in each
case be set forth in, or be determinable as set forth in, the related prospectus
supplement. Equity warrants may be exercised at any time up to the close of
business on the expiration date specified in the prospectus supplement relating
to the equity warrants. After the close of business on the expiration date or
any later date to which the expiration date may be extended by Corning
Incorporated, unexercised equity warrants will become void.
Equity warrants may be exercised as set forth in the prospectus supplement
relating to the equity warrants. Upon receipt of payment and the equity warrant
certificate properly completed and duly executed at the corporate trust office
of the equity warrant agent or any other office indicated in the prospectus
supplement, Corning Incorporated will, as soon as practicable, forward the
equity securities purchasable upon exercise of the equity warrants to the person
entitled to them. If fewer than all of the equity warrants represented by the
equity warrant certificate are exercised, a new equity warrant certificate will
be issued for the remaining amount of equity warrants.
If you hold your interest in an equity warrant indirectly, you should check
with the institution through which you hold your interest in the equity warrant
to determine how these provisions will apply to you.
MODIFICATIONS
The equity warrant agreement may be amended by Corning Incorporated and the
equity warrant agent, without the consent of the holder of any equity warrant
certificate, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained in the equity warrant
24
agreement, or making any provisions in regard to matters or questions arising
under the equity warrant agreement that Corning Incorporated may deem necessary
or desirable; PROVIDED that the amendment may not adversely affect the interest
of the holders of equity warrant certificates in any material respect. Corning
Incorporated and the equity warrant agent also may modify or amend the equity
warrant agreement and the terms of the equity warrants, with the consent of the
owners of not less than a majority in number of the then outstanding unexercised
equity warrants affected. However, any modification or amendment that increases
the exercise price, shortens the period of time during which the equity warrants
may be exercised or otherwise materially and adversely affects the exercise
rights of the owners of the equity warrants or reduces the number of equity
warrants the consent of whose owners is required for modification or amendment
of the equity warrant agreement or the terms of the equity warrants may be made
only with the consent of the owners affected by the modification or amendment.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
Under the equity warrant agreement, Corning Incorporated may, to the extent
permitted in the indenture, consolidate with, or sell or convey all or
substantially all of its assets to, or merge with or into, any other
corporation. If at any time there is a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of Corning
Incorporated, the successor or assuming corporation will succeed to and be
substituted for Corning Incorporated, with the same effect as if it had been
named in the equity warrant agreement and in the equity warrants as Corning
Incorporated. Corning Incorporated will then be relieved of any further
obligation under the equity warrant agreement or under the equity warrants.
ENFORCEABILITY OF RIGHTS, GOVERNING LAW
The equity warrant agent will act solely as the agent of Corning
Incorporated in connection with the issuance and exercise of equity warrants and
will not assume any obligation or relationship of agency or trust for or with
any holder of an equity warrant certificate or any owner of a beneficial
interest in equity warrants. The holders of equity warrant certificates, without
the consent of the equity warrant agent, the holder of any equity securities
issued upon exercise of equity warrants or the holder of any other equity
warrant certificates, may, on their own behalf and for their own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
Corning Incorporated suitable to enforce, or otherwise in respect of, their
rights to exercise equity warrants evidenced by their equity warrant
certificates. Except as may otherwise be provided in the related prospectus
supplement, each issue of equity warrants and the applicable equity warrant
agreement will be governed by the laws of the State of New York.
DESCRIPTION OF PREFERRED STOCK
The following briefly summarizes the material terms of the preferred stock
of Corning Incorporated, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the particular terms of any
series of preferred stock offered by Corning Incorporated which will be
described in more detail in any prospectus supplement relating to such series.
The prospectus supplement will also state whether any of the terms summarized
below do not apply to the series of preferred stock being offered.
GENERAL
Corning Incorporated is authorized to issue up to 10,000,000 shares of preferred stock, $100 par
value $100 per share. Under the certificatevalue.
COMMON STOCK
As of incorporationMay 1, 2000, there were 277,911,505 outstanding shares of Corning
Incorporated, the board of directors is authorized to
issue shares of preferred stock in one or more series, and to establish from
time to time a series of preferred stock with the following terms specified:
- the number of shares to be included in the series;
25
- the designation, powers, preferences and rights of the shares of the
series; and
- the qualifications, limitations or restrictions of such series, except as
otherwise stated in the certificate of incorporation.
Prior to the issuance of any series of preferred stock, the board of
directors will adopt resolutions creating and designating the series as a series
of preferred stock and Corning Incorporated will file an amendment to the
certificate of incorporation setting forth the terms of the series.
Corning Incorporated has authorized the issuance of:
- 2,400,000 shares of Series A junior participating preferred stock, par
value $100 per share, upon exercise of preferred share purchase rights
associated with each share of common stock outstanding. See "Description
of Common Stock--Rights Agreement";
- 316,822 shares of Series B cumulative convertible preferred stock, par
value $100 per share; and
- 4,683,710 shares of Series C cumulative convertible preferred stock, par
value $100 per share, issuable only upon exchange of our 6% convertible
subordinated debentures due July 21, 2024, all of which were redeemed as
of March 23, 1999 and none of which are currently outstanding.
In addition, as described under "Description of Depositary Shares", Corning
Incorporated, at its option, instead of offering full shares of any series of
preferred stock, may offer depositary shares evidencedheld by depositary receipts,
each representing a fraction of a share of the particular series of preferred
stock issued and deposited with a depositary. The fraction of a share of
preferred stock which each depositary share represents will be set forth in the
prospectus supplement relating to the depositary shares.
The rights ofapproximately 17,500 holders of the preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future. The board of directors may cause shares of preferred stock
to be issued in public or private transactions for any proper corporate purpose.
Examples of proper corporate purposes include issuances to obtain additional
financing in connection with acquisitions, and issuances to officers, directors
and employees pursuant to benefit plans. Shares of preferred stock issued by
Corning Incorporated may have the effect of rendering more difficult or
discouraging an acquisition of Corning Incorporated deemed undesirable by the
board of directors.
The preferred stock will be, when issued, fully paid and nonassessable.
Holders of preferred stock will not have any preemptive or subscription rights
to acquire more stock of Corning Incorporated.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of preferred stock will be named in the
prospectus supplement relating to such series.
RANK
Unless otherwise specified in the prospectus supplement relating to the
shares of any series of preferred stock, shares of one series will rank on an
equal basis with each other series of preferred stock and prior to the common
stock as to dividends and distributions of assets.
DIVIDENDS
Holders of each series of preferred stock will be entitled to receive cash
dividends when, as and if declared by the board of directors out of funds
legally available for dividends. The rates and dates of payment of dividends
will be set forth in the prospectus supplement relating to each series of
preferred stock. Dividends will be payable to holders of record of preferred
stock as they appear on the books of Corning Incorporated on the record dates
fixed by the board of directors. Dividends on any series of preferred stock may
be cumulative or noncumulative.
26
Corning Incorporated may not declare, pay or set apart for payment dividends
on the preferred stock unless full dividends on any other series of preferred
stock that ranks on an equal or senior basis have been paid or sufficient funds
have been set apart for payment for either of the following:
- all prior dividend periods of the other series of preferred stock that pay
dividends on a cumulative basis; or
- the immediately preceding dividend period of the other series of preferred
stock that pay dividends on a noncumulative basis.
Partial dividends declared on shares of preferred stock and any other series
of preferred stock ranking on an equal basis as to dividends will be declared
pro rata. A pro rata declaration means that the ratio of dividends declared per
share to accrued dividends per share will be the same for both series of
preferred stock.
Similarly, Corning Incorporated may not declare, pay or set apart for
payment non-stock dividends or make other payments on the common stock or any of
its other stock ranking junior to the preferred stock until full dividends on
the preferred stock have been paid or set apart for payments for:
- all prior dividend periods if the other series of preferred stock pays
dividends on a cumulative basis; or
- the immediately preceding dividend period if the preferred stock pays
dividends on a noncumulative basis.
CONVERSION AND EXCHANGE
The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of common stock of Corning Incorporated.
REDEMPTION
If so specified in the applicable prospectus supplement, a series of
preferred stock may be redeemable at any time, in whole or in part, at our
option or the holder thereof and may be mandatorily redeemed.
Any partial redemptions of preferred stock will be made in a way that the
board of directors of Corning Incorporated decides is equitable.
Unless Corning Incorporated defaults in the payment of the redemption price,
dividends will cease to accrue after the redemption date on shares of preferred
stock called for redemption and all rights of holders of such shares will
terminate except for the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up of
Corning, holders of each series of preferred stock will be entitled to receive
distributions upon liquidation in the amount set forth in the prospectus
supplement relating to such series of preferred stock, plus an amount equal to
any accrued and unpaid dividends. Such distributions will be made before any
distribution is made on any securities ranking junior relating to liquidation,
including common stock.
If the liquidation amounts payable relating to the preferred stock of any
series and any other securities ranking on a parity regarding liquidation rights
are not paid in full, the holders of the preferred stock of such series and such
other securities will share in any such distribution of available assets of
Corning Incorporated on a ratable basis in proportion to the full liquidation
preferences. Holders of such series of preferred stock will not be entitled to
any other amounts from us after they have received their full liquidation
preference.
VOTING RIGHTSrecord. The holders of
shares of preferred stock will have no voting rights, except:
- as otherwise stated in the prospectus supplement;
- as otherwise stated in the certificate of designation establishing such
series; or
- as required by applicable law.
27
OUTSTANDING PREFERRED STOCK
At April 30, 1999, there were 156,946 shares of Series B preferred stock
outstanding.
SERIES B PREFERRED STOCK
Cumulative cash dividends at the rate of 8% per annum are payable on shares
of the Series B preferred stock that have been issued. Corning Incorporated has
regularly paid dividends on the Series B preferred stock. No dividends may be
paid or declared on the Series A preferred stock or the common stock unless all
dividends for all prior dividend periods have been paid or declared on the
Series B preferred stock.
Holders of Series B preferred stock are entitled to one vote voting together
with the common stock and not as a separate class,for each share on all matters
submitted to a vote of shareholders and do not have cumulative voting rights.
The Corning board of directors is classified into three classes of approximately
equal size, one of which is elected each year. Accordingly, holders of a
majority of the Corning common stock each shareentitled to vote in any election of
Series B preferred stock having four
votes, subject to adjustment.
Holdersdirectors may elect all of Series B preferred stock have no preemptive rights. In the event
of a liquidation, dissolution or winding-updirectors standing for election. The holders of
Corning Incorporated, holders of
Series B preferred stock would be entitled to receive a distribution in the
amount of $100 per share, plus accrued and unpaid dividends, before any
distribution on the common stock or Series A preferred stock.
The Series B preferred stock is redeemable, in whole or in part, at the
election of Corning Incorporated, at any time, at $100 per share.
The Series B preferred stock is subject to redemption, at the option of the
holder, at any time upon five business day's notice, at a redemption price equal
to $100 plus accrued and unpaid dividends, if the proceeds are necessary:
- to make a distribution pursuant to an investment election made under one
of the investment plans of Corning Incorporated; or
- to satisfy any indebtedness to which the investment plans of Corning
Incorporated are subject, provided that such payment is necessary to
remedy or prevent a default under such indebtedness.
Corning Incorporated, at its option, may make payment of the redemption
price required upon redemption of shares of Series B preferred stock in cash or
in shares of common stock, or in any combination of such shares and cash.
The Series B preferred stock is convertible at the option of the holder, at
any time, into common stock at a conversion price of $20.89 per share of common
stock, each share of Series B preferred stock being valued at $100 for the
purpose of such conversion, producing a conversion ratio equal to 4.79 shares of
common stock for each share of Series B preferred stock so converted, subject to
certain adjustments to prevent dilution.
28
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the material provisions of the deposit
agreement and of the depositary shares and depositary receipts, other than
pricing and related terms disclosed in the accompanying prospectus supplement.
You should read the particular terms of any depositary shares and any depositary
receipts that are offered by us and any deposit agreement relating to a
particular series of preferred stock which will be described in more detail in a
prospectus supplement. The prospectus supplement will also state whether any of
the generalized provisions summarized below do not apply to the depositary
shares or depositary receipts being offered. A form of deposit agreement,
including the form of depositary receipt, is included as an exhibit to the
registration statement of which this prospectus forms a part. See "Where You Can
Find More Information" below for information on how to obtain a copy of the form
of deposit agreement.
GENERAL
Corning Incorporated may, at its option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. In such event,
Corning Incorporated will issue receipts for depositary shares, each of which
will represent a fraction of a share of a particular series of preferred stock.
The shares of any series of preferred stock represented by depositary shares
will be deposited under a deposit agreement between Corning Incorporated and a
bank or trust company selected by Corning Incorporated having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000, as preferred stock depositary. Each owner of a depositary
share will be entitled to all the rights and preferences of the underlying
preferred stock, including dividend, voting, redemption, conversion and
liquidation rights, in proportion to the applicable fraction of a share of
preferred stock represented by such depositary share.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock in accordance
with the terms of the applicable prospectus supplement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends or other
cash distributions received in respect of the deposited preferred stock to the
record holders of depositary shares relating to such preferred stock in
proportion to the number of such depositary shares owned by such holders.
The preferred stock depositary will distribute any property received by it
other than cash to the record holders of depositary shares entitled thereto. If
the preferred stock depositary determines that it is not feasible to make a
distribution, it may, with the approval of Corning Incorporated, sell the
property and distribute the net proceeds from such sale to such holders.
REDEMPTION OF PREFERRED STOCK
If Corning Incorporated is to redeem a series of preferred stock represented
by depositary shares, the depositary shares will be redeemed from the proceeds
received by the preferred stock depositary resulting from the redemption, in
whole or in part, of such series of preferred stock. The depositary shares will
be redeemed by the preferred stock depositary at a price per depositary share
equal to the applicable fraction of the redemption price per share payable in
respect of the shares of preferred stock so redeemed.
Whenever Corning Incorporated redeems shares of preferred stock held by the
preferred stock depositary, the preferred stock depositary will redeem as of the
same date the number of depositary shares representing shares of preferred stock
so redeemed. If fewer than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by the preferred stock
depositary by lot or ratably or by any other equitable method as the preferred
stock depositary decides.
29
WITHDRAWAL OF PREFERRED STOCK
Unless the related depositary shares have previously been called for
redemption, any holder of depositary shares may receive the number of whole
shares of the related series of preferred stock and any money or other property
represented by those depositary receipts after surrendering the depositary
receipts at the corporate trust office of the preferred stock depositary.
Holders of depositary shares making these withdrawals will be entitled to
receive whole shares of preferred stock on the basis set forth in the related
prospectus supplement for that series of preferred stock.
However, holders of whole shares of preferred stock will not be entitled to
deposit that preferred stock under the deposit agreement or to receive
depositary receipts for that preferred stock after withdrawal. If the depositary
shares surrendered by the holder in connection with withdrawal exceed the number
of depositary shares that represent the number of whole shares of preferred
stock to be withdrawn, the preferred stock depositary will deliver to that
holder at the same time a new depositary receipt evidencing the excess number of
depositary shares.
VOTING DEPOSITED PREFERRED STOCK
When the preferred stock depository receives notice of any meeting at which
the holders of any series of deposited preferred stock are entitled to vote, the
preferred stock depositary will mail the information containedshare ratably in the notice to
the record holders of the depositary shares relating to the applicable series of
preferred stock. Each record holder of the depositary shares on the record date
will be entitled to instruct the preferred stock depositary to vote the amount
of the preferred stock represented by the holder's depositary shares. To the
extent possible, the preferred stock depositary will vote the amount of the
series of preferred stock represented by depositary shares in accordance with
the instructions it receives.
Corning Incorporated will agree to take all reasonable actions that the
preferred stock depositary determines are necessary to enable the preferred
stock depositary to vote as instructed. The preferred stock depositary will vote
all shares of any series of preferred stock held by it proportionately with
instructions received if it does not receive specific instructions from the
holders of depositary shares representing that series of preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between Corning Incorporated and the preferred stock depositary. However, any
amendment that imposes additional charges or materially and adversely alters any
substantial existing right of the holders of depositary shares will not be
effective unless the amendment has been approved by the holders of at least a
majority of the affected depositary shares then outstanding. Holders who retain
their depositary receipts after the amendment becomes effective will be deemed
to agree to the amendment and will be bound by the amended deposit agreement.
The deposit agreement automatically terminates if:
- all outstanding depositary shares have been redeemed;
- each share of preferred stock has been converted into or exchanged for
common stock; or
- a final distribution in respect of the preferred stock has been made to
the holders of depositary shares in connection with any liquidation,
dissolution or winding upassets of Corning
Incorporated.
Corning Incorporated may terminate the deposit agreement at any time and the
preferred stock depositary will give notice of that termination to the record
holders of all outstanding depositary receipts not less than 30 days prior to
the termination date. In that event, the preferred stock depositary will deliver
or makewhich are legally available for delivery to holders of depositary shares, upon surrender
of the depositary shares, the number of whole or fractional shares of the
related series of
30
preferred stock as are represented by those depositary shares.
CHARGES OF PREFERRED STOCK DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES
No fees, charges and expenses of the preferred stock depositary or any agent
of the preferred stock depositary or of any registrar will be payable by any
person other than Corning Incorporated, except for any taxes and other
governmental charges and except as provided in the deposit agreement. If the
preferred stock depositary incurs fees, charges or expenses for which it is not
otherwise liable at the election of a holder of a depositary receipt or other
person, that holder or other person will be liable for those fees, charges and
expenses.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by delivering to
Corning Incorporated notice of its intent to do so, and Corning Incorporated may
at any time remove the preferred stock depositary. Any resignation or removal
will take effect upon the appointment of a successor preferred stock depositary
and its acceptance of such appointment. A successor preferred stock depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward all reports and communications
from Corning Incorporated which are delivered to the preferred stock depositary
and which Corning Incorporated is required to furnish to the holders of the
deposited preferred stock.
Neither the preferred stock depositary nor Corning Incorporated will be
liable if it is prevented or delayed by law or any circumstances beyond its
control in performing its obligations under the deposit agreement. The
obligations of Corning Incorporated and the preferred stock depositary under the
deposit agreement will be limited to performance with honest intentions of their
duties under the agreement and they will not be obligated to prosecute or defend
any legal proceeding in respect of any depositary shares, depositary receipts or
shares of preferred stock unless satisfactory indemnity is furnished. Corning
Incorporated and the preferred stock depositary may rely upon written advice of
counsel or accountants, or upon information provided by holders of depositary
receipts or other persons believed to be competent and on documents believed to
be genuine.
31
DESCRIPTION OF COMMON STOCK
Corning Incorporated has authorized the issuance of 500,000,000 shares of
common stock, par value $.50 per share. As of April 30, 1999, Corning
Incorporated had 244,056,733 shares outstanding. Each holder of common stock is
entitled to one vote per share for all matters to be voted on by shareholders of
Corning Incorporated. Holders of common stock may not cumulate their votes in
the election of directors, and are entitled to share equally in the dividends
that may be declared by the board of directors, but onlydistribution, after payment of dividends requiredall debts and
other liabilities and subject to be paid on outstanding sharesthe prior rights of any holders of Corning
preferred stock.stock then outstanding. The current quarterly cash dividend of Corning
Incorporatedcommon stock is $.18 per share of common stock. The continued declaration of
dividends by the Corning board of directors is subject to the current and
prospective earnings, financial condition and capital requirements of Corning
Incorporated and any other factors that the Corning board of directors deems relevant. Upon voluntary or involuntary liquidation, dissolution or winding upThe
holders of Corning Incorporated, the holders of the common stock share ratably in the
assets remaining after payments to creditors and provision for the preference of
any preferred stock. There arehave no preemptive, or other subscription, rights,
conversion rights or redemption or
scheduled installment payment provisions
relating to shares of common stock. All of theconversion rights. The outstanding shares of Corning common stock are fully paid
and nonassessable. The transfer agentrights, preferences and registrarprivileges of holders of Corning
common stock are subject to the rights of the holders of shares of any series of
Corning preferred stock which Corning may issue in the future.
PREFERRED STOCK
Corning has designated 2,400,000 shares of its preferred stock as Series A
junior participating preferred stock and 316,822 shares as Series B convertible
preferred stock. As of April 6, 2000, there were 101,853 outstanding shares of
Series B preferred stock, held exclusively by the trustee of Corning's existing
employee investment plans. No other Corning preferred stock is outstanding.
Series A preferred stock is reserved for issuance upon exercise of the rights
distributed to the holders of Corning common stock pursuant to the Corning
rights agreement referred to below.
The Corning board of directors has the authority, without further
shareholder approval, to create other series of preferred stock, to issue shares
of preferred stock in such series up to the maximum number of shares of the
relevant class of preferred stock authorized, and to fix the dividend rights and
terms, conversion rights and terms, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences and
limitations applicable to each such series of Corning preferred stock. The
purpose of authorizing the Corning board of directors to determine such rights
and preferences is to eliminate delays associated with a shareholder vote on
specific issuances. The issuance of Corning preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power
6
of holders of Corning common stock and, under certain circumstances, make it
more difficult for a third party to gain control of Corning.
RIGHTS AGREEMENT
Corning has adopted a Rights Agreement, dated as of June 5, 1996, which
provides for the common stock is Harris Trust and Savings Bank. The common stock is listed on The
New York Stock Exchange, Inc.
RIGHTS AGREEMENT
Attachedissuance of one right to the holder of each share of Corning
common stock. Ten days after any person or group acquires or announces its
intention to acquire 20% or more of the outstanding Corning stock, is one preferred share purchase
right. Eacheach Corning
right entitleswill entitle the registered holder, other than the acquiring person or group, to
purchase from Corning
Incorporated one one-hundredth of a share of Series A preferred stock, at aan
exercise price of $125.00 per one one-hundredth of a share of Series A preferred stock,$125 subject to adjustment. The rights expire on July 15, 2006, unless the final expiration
date is extended or unless the rights are earlier redeemed by Corning
Incorporated.
The rights represented by the certificates for common stock are not
exercisable, and are not transferable apart from the common stock, until the
earlier of:
- ten days aftercertain antidilution adjustments.
If a person or group called an "acquiring person", acquires
beneficial ownership of 20% or more of the common stock of Corning
Incorporated; or
- ten business days (or a later date determined by the board of directors)
after the commencement or first public announcement of a tender or
exchange offer that would result in a person or group beneficially owningannounces its intention to acquire 20% or more of the
outstanding Corning common stock or if Corning is acquired in a merger or other
business combination or sells 50% or more of Corning Incorporated.
The earlier of these two dates is called the "distribution date". Separate
certificates for the rights will be mailed to holders of record of the common
stock as of the determination date. The rights could then begin trading
separately from the common stock.
Generally, in the event that a personits assets or group becomes an acquiring person,earning power, each
Corning right, other than the rightsa Corning right beneficially owned by the acquiring
person or group, which will be void, will entitle the holder to receive, uponpurchase, at the
exercise price, common stock of the right, common stockacquiring person or group having a current
market value equal toof two times the exercise price of the right. In the event that Corning
Incorporated is acquired inPrior to a merger, consolidation,person or
other business
combination transactiongroup acquiring 50% or more than 50% of its assets, cash flow or earning
power is sold or transferred,the outstanding Corning common stock, the Corning
board of directors may also elect to issue a share of Corning common stock in
exchange for each Corning right, other than theCorning rights owned by an
acquiring person, will entitle the holder to receive, upon the exercise of the
right, common stock of the surviving corporation having a value equal to two
times the exercise price of the right.
At any time after the acquisitionheld by the acquiring
person or group.
The Corning rights expire on July 15, 2006, unless this expiration date is
extended or the Corning rights are exchanged or redeemed by Corning before such
date. Prior to an announcement by a person or group of beneficial
ownership ofits intent to acquire 20%
or more of the outstanding shares of theCorning common stock, of
Corning Incorporated and beforemay redeem the acquisition by the acquiring person of
32
50% or more of the voting power of the outstanding shares of the common stock of
Corning
Incorporated, the board of directors may exchange the rights (other than
rights owned by the acquiring person, which would have become void), in whole or
in part, at an exchange ratio of one share of our common stock per right,
subject to adjustment.
The rights are redeemable in whole, but not in part, atfor $.01 per Corning right, untilor it may amend
the Corning rights agreement in any person or group becomes an acquiring person. The ability to exerciseway without the rights terminates atconsent of the time that the board of directors elects to redeem the
rights. Notice of redemption will be given by mail to the registered holders of
the Corning rights.
At no time willINDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS
Sections 722 and 723 of the rights haveBusiness Corporation Law of the State of New
York provide that a corporation may indemnify its current and former directors
and officers under certain circumstances. Corning's bylaws provide that it shall
indemnify each director and officer against all costs and expenses actually and
reasonably incurred by him in connection with the defense of any voting rights.action or
proceeding against him or related appeal by reason of his being or having been a
director or officer of Corning to the full extent permitted by the Business
Corporation Law.
Section 402(b) of the Business Corporation Law provides that a corporation
may include a provision in its certificate of incorporation limiting the
liability of its directors to the corporation or its shareholders for damages
for the breach of any duty, except for a breach involving intentional
misconduct, bad faith, a knowing violation of law or receipt of an improper
personal benefit or for certain illegal dividends, loans or stock repurchases.
Corning's restated certificate of incorporation provides that its directors'
liability is limited to the extent permitted by the Business Corporation Law.
TRANSFER AGENT AND REGISTER
The rightstransfer agent and registrar for the Corning common stock is Harris
Trust and Savings Bank.Bank in Chicago, Illinois. Harris Trust has advised Corning
that it has sold its shareholder services business to Computershare Limited.
7
LEGAL MATTERS
The exercise price payable, and the number of shares of Series A preferred
stock or other securities or property issuable, upon exercise of the rights are
subject to adjustment from time to time to prevent dilution:
- in the event of a stock dividend on, or a subdivision, combination or
reclassificationvalidity of the shares of Series A preferred stock;
- upon the grant to holders of the shares of Series A preferred stock of
certain rights or warrants to subscribe for or purchase shares of Series A
preferred stock at a price, or securities convertible into shares of
Series A preferred stock with a conversion price, less than the then
current market price of the shares of Series A preferred stock; or
- upon the distribution to holders of the shares of Series A preferred stock
of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable
in shares of Series A preferred stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding rights and the number of one one-hundredths of a
share of Series A preferred stock issuable upon exercise of each right are also
subject to adjustment in the event of a stock split of, or stock dividend on, or
subdivision, consolidation or combination of, theour common stock prior to the
distribution date. With certain exceptions, no adjustment in the exercise price
will be required until cumulative adjustments require an adjustment of at least
1% in the exercise price.
Upon the exercise of the rights, no fractional shares of Series A preferred
stock will be issued (other than fractions which are integral multiples of one
one-hundredth of a share, which may, at the election of Corning Incorporated, be
evidenced by depository receipts) and instead an adjustment in cash will be
made.
The rights have certain anti-takeover effects. The rights may cause
substantial dilution to a person or group that attempts to acquire us on terms
not approved by the board of directors of Corning Incorporated, except in the
case of an offer conditioned on a substantial number of rights being acquired.
The rights should not interfere with any merger or other business combination
approved by the board of directors since the rights may be redeemed by us at
$.01 per right at any time prior to the acquisition by a person or group of
beneficial ownership of 20% or more of the common stock (subject to certain
exceptions). The redemption of the rights may be made effective at any time, on
any basis, and with any conditions that the board of directors in its sole
discretion may establish.
The shares of Series A preferred stock purchasable upon exercise of the
right will rank junior to all other series of preferred stock of Corning
Incorporated (including the Series B preferred stock) or any similar stock that
specifically provides that it ranks prior to the shares of Series A preferred
stock. The shares of Series A preferred stock will be nonredeemable. Each share
of Series A preferred stock will be entitled to a minimum preferential quarterly
dividend of $1.00 per share, but will be entitled to an aggregate dividend of
100 times the dividend declared per share of common stock. In the event of
liquidation, the holders of the shares of Series A preferred stock will be
entitled to a minimum preferential liquidation
33
payment of $100 per share, but will be entitled to an aggregate payment of 100
times the payment made per share of common stock. Each share of Series A
preferred stock will have 100 votes, voting together with the common stock. In
the event of any merger, consolidation or other transaction in which common
stock is exchanged, each share of Series A preferred stock will be entitled to
receive 100 times the amount and type of consideration received per share of
common stock. These rights are protected by customary antidilution provisions.
Because of the nature of the Series A preferred stock's dividend, liquidation
and voting rights, the value of the interest in a share of Series A preferred
stock purchasable upon the exercise of each right should approximate the value
of one share of common stock.
The description of the rights contained in this section does not describe
every aspect of the rights. The rights agreement, datefd as of June 5, 1996,
between Corning Incorporated and the rights agent contains the full legal text
of the matters described in this section. A copy of the rights agreement has
been incorporated by reference in the Registration Statement of which this
prospectus forms a part. See "Where You Can Find More Information" below for
information on how to obtain a copy.
FAIR PRICE AMENDMENT
In 1985, shareholders of Corning Incorporated adopted a "fair price
amendment" to the certificate of incorporation of Corning Incorporated that, in
general, requires the approval by the holders of at least 80% of the voting
power of the outstanding capital stock of Corning Incorporated entitled to vote
generally in the election of directors as a condition for mergers and certain
other business combinations with any beneficial owner of more than 10% of such
voting power unless:
- the transaction is approved by at least a majority of the "continuing
directors" (as defined in the certificate of incorporation); or
- certain minimum price, form of consideration and procedural requirements
are met.
Amendment or repeal of this provision or the adoption of any inconsistent
provision requires the affirmative vote of at least 80% of the voting stock
unless the proposed amendment or repeal or the adoption of the inconsistent
provisions were approved by two-thirds of the entire board of directors and a
majority of the continuing directors.
CERTAIN OTHER PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS
In addition to the preferred share purchase rights and the fair price
amendment, the certificate of incorporation and by-laws of Corning Incorporated
contain other provisions that may discourage a third party from seeking to
acquire Corning Incorporated or to commence a proxy contest or other takeover-
related action. Corning Incorporated has classified its board of directors such
that one-third of the board is elected each year to three-year terms of office.
In addition, holders of common stock may remove a director from office at any
time prior to the expiration of his or her term only with cause and by vote of a
majority of holders of common stock outstanding. These provisions, together with
provisions concerning the size of the board and requiring that premature
vacancies on the board be filled only by a majority of the entire board, may not
be amended, altered or repealed, nor may we adopt any inconsistent provisions
without the affirmative vote of at least 80% of the voting stock of Corning
Incorporated or the approval of two-thirds of the entire board of directors.
The by-laws of Corning Incorporated contain certain procedural requirements
with respect to the nomination of directors by shareholders that require, among
other things, delivery of notice by nominating shareholders to its Secretary not
later than 90 days nor more than 120 days prior to the date of the shareholders
meeting at which the nomination is to be considered. The by-laws do not provide
that a meeting of the board of directors may be called by shareholders.
The certificate of incorporation of Corning Incorporated provides that no
director will be
34
liable to Corning Incorporated or its shareholders for a breach of duty as a
director except as provided by the New York Business Corporation Law.
The effect of these provisions may be to deter attempts either to obtain
control of Corning Incorporated or to acquire a substantial amount of its stock,
even if a proposed acquisition transaction were at a significant premium over
the then-prevailing market value of the common stock, or to deter attempts to
remove the board of directors and management of Corning Incorporated, even
though some or a majority of the holders of common stock may believe such
actions to be beneficial.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters, and also may sell
securities directly to other purchasers or through agents. Unless otherwise set
forth in the prospectus supplement, the obligations of any underwriters to
purchase the securities will be subject to certain conditions precedent and such
underwriters will be obligated to purchase all the securities if any are
purchased.
The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The applicable prospectus supplement will
describe the method of distribution of the securities.
In connection with the sale of securities, underwriters may receive
compensation from us or from purchasers of securities for whom they may act as
agents, in the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of securities may be
deemed to be underwriters, and any discounts or commissions received by them and
any profit on the resale of securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act of 1933. Any such
underwriter, dealer or agent will be identified, and any such compensation will
be described, in the prospectus supplement.
Under agreements which may be entered into by us, underwriters, dealers and
agents who participate in the distribution of securities may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Act, or to contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect thereof.
If so indicated in the prospectus supplement, we will authorize dealers or
other persons acting as our agent to solicit offers by certain institutions to
purchase securities from us pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others.
VALIDITY OF SECURITIES
The validity of the securities is being passed on for us by
William D. Eggers, Esq., Senior Vice President and General Counsel of Corning
Incorporated,
and for any underwriters, dealers or agents by Sullivan & Cromwell, 125 Broad
Street, New York, New York.Incorporated. Mr. Eggers owns substantially less than 1% of the outstanding
shares of Corning Incorporatedour common stock.
EXPERTS
The consolidated financial statements of Corning Incorporated incorporated
in this prospectus by reference to Corning Incorporated's 19981999 Annual Report on
Form 10-K for the year ended December 31, 1998,1999, as amended, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
35
WHERE YOU CAN FIND MORE INFORMATION
As required byCorning is subject to the informational requirements of the Securities
Exchange Act of 1933, we filed a registration statement
(No. - ) relating to the securities offered by this prospectus with the
Securities1934 and, Exchange Commission. This prospectus is a part of that
registration statement, which includes additional information.
Corning Incorporated files annual, quarterly and currentin accordance therewith file reports, proxy statements
and other information with the SEC. You may readSecurities and copy thisExchange Commission. The reports,
proxy statements and other information filed by Corning with the Commission can
be viewed electronically through the Commission's Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system. The Commission maintains a World Wide Web
site at HTTP://WWW.SEC.GOV that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Copies can be inspected and copied at the SEC's public reference
rooms infacilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., 20549, and at the Commission's Regional Offices located at 7
World Trade Center, 13(th) Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois. YouIllinois 60661. Copies of such materials also can
also request copies of the documents,
upon payment of a duplicating fee, by writingbe obtained at prescribed rates from the Public Reference Section of the
SEC. Please callCommission at 450 Fifth Street, N.W., Washington, D.C. 20549. Information
regarding the SECPublic Reference Room may be obtained by calling the Commission at
1-800-SEC-0330 for(800) 732-0330. Corning common stock is listed on the New York Stock Exchange.
Reports and other information concerning Corning may also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Corning has filed with the Commission a registration statement on Form S-3
under the Securities Act with respect to the shares of Corning common stock
issued in its acquisition of NZ Applied Technologies Corporation. This
prospectus does not contain all the information set forth in the registration
statement, selected portions of which are omitted in accordance with the rules
and regulations of the Commission. For further information onwith respect to
Corning and the publicCorning common stock, reference rooms. These SEC filings are also availableis made to the public from
the SEC's web site at http://www.sec.gov.registration
statement (including its exhibits).
The SECCommission allows us to "incorporate by reference" the information we file with
the SEC. Thisinto this
prospectus, which means that we can disclose important information to you bybe
referring you to another document filed separately with the SEC.Commission.
Statements contained in this prospectus or in any document incorporated by
reference in this prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document (if
any) filed as an exhibit to the registration statement or such other document,
each such statement being qualified in all respects by such reference. The
information incorporated by reference is considereddeemed to be part of this prospectus.
Information that we file later with the SEC will automatically update
information in this prospectus. In all cases, you should rely on the later
information over different information included in this prospectus or the
prospectus supplement.
This prospectus
includes8
incorporates by reference the documents listedset forth below that Corning Incorporated has
previously filed with the SEC and that are not included
in or delivered with the documents. TheyCommission. These documents contain important
information about our
companyCorning and its financial condition.
- Annual Report on Form 10-K forfinances.
CORNING FILINGS (FILE NO. 1-03247) PERIOD
- ---------------------------------- ----------------------------
Annual Report on Form 10-K.................... Year ended December 31, 1999
Amended Annual Report on Form 10-K/A.......... Year ended December 31, 1999
Amended Annual Report on Form 10-K/A.......... Year ended December 31, 1999
Quarterly report on Form 10-Q................. Filed on May 12, 2000
Registration Statement on Form 8-A............ Filed On July 11, 1996
Current Reports on Form 8-K................... Filed on January 11, 2000
Filed on January 24, 2000
Filed on January 26, 2000
Filed on February 15, 2000
Filed on February 17, 2000
Filed on February 22, 2000
Filed on March 29, 2000
Filed on April 20, 2000
Filed on April 25, 2000
Filed on May 3, 2000
Current Report on Form 8-K/A.................. Filed on April 17, 2000
All documents and reports subsequently filed by Corning pursuant to
Section 13(a), 13(c), 14 or 15(d) of the year ended December 31, 1998.
- Quarterly report on Form 10-Q for the quarter ended March 31, 1999.
- Current reports on Form 8-K dated January 19, 1999; January 25, 1999;
February 4, 1999; March 1, 1999; March 3, 1999 and April 14, 1999.
- Current report on Form 8-K/A dated January 26, 1999.
- Registration Statement on Form 8-A containing a description of our
preferred share rights plan filed on July 11, 1996.
We incorporate by reference additional documents that we may file with the
SECSecurities Exchange Act after the date
of this prospectus and beforeprior to the completiontermination of this offering. Theoffering shall be deemed
to be incorporated by reference in this prospectus and to be a part hereof from
the date of filing of such documents include periodic reports,or reports. 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
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as Annual Reportsso modified or superseded, to
constitute a part of this prospectus.
This prospectus incorporates important business and financial information
about Corning that is not included in or delivered with this prospectus.
Documents incorporated by reference which are not presented herein or delivered
herewith (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference) are available to any person, including
any beneficial owner, to whom this prospectus is delivered, on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as
proxy statements.
You maywritten or oral
request, a copy of these filings, at no cost, by writing or
telephoning us at the following address:without charge to Corning Incorporated, One Riverfront Plaza, Corning,
New York 14831 (telephone number (607) 974-9000), Attention: Secretary
(607) 974-9000
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, the
prospectus supplement or any documents incorporated by reference is accurate as
of any date other than the date on the front of the applicable document.
36Secretary.
9
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by Corning Incorporated
(the "Company") in connection with the issuance and distribution of the
securities, other than underwriting discounts and commissions. The Company will
bear all of such expenses. All the amounts shown are estimates, except the
registration fee.
Registration Fee................................................Fee............................................ $39,500
Legal Fees.................................................. $ 556,0008,000
Fees and expenses of accountants................................accountants............................ $ 20,000
Legal Fees......................................................5,000
Printing Fees............................................... $ 200,000
Fees and expenses of trustee and counsel........................5,000
Miscellaneous............................................... $ 18,000
Printing and engraving.......................................... $ 100,000
Blue Sky fees and expenses (including counsel).................. $ 10,000
Rating agency fees.............................................. $ 300,000
Miscellaneous................................................... $ 50,000
Total........................................................... $1,254,0005,000
Total....................................................... $62,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CORNING INCORPORATED
Sections 722 and 723 of the Business Corporation Law of the State of New
York (the "BCL"("BCL") provide that a corporation may indemnify its current and former
directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company shall indemnify each director and
officer against all costs and expenses actually and reasonably incurred by him
in connection with the defense of any claim, action, suit or proceeding against
him by reason of his being or having been a director or officer of the Company
to the full extent permitted by, and consistent with, the BCL.
Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for the breach of
any duty, except for a breach involving intentional misconduct, bad faith, a
knowing violation of law or receipt of an improper personal benefit or for
certain illegal dividends, loans or stock repurchases. Paragraph 7 of the
Company's Restated Certificate of Incorporation contains such a provision.
CORNING FINANCE B.V.
In general, Dutch law provides that a B.V. should idemnify its Managing
Director in the event that he is liable to a third party for damages caused in
his capacity as Managing Director, unless the liability results from his gross
negligence or intentional misconduct. Under certain circumstances, this
provision does not apply, and the B.V. and the Managing Director may agree that
the B.V. will indemnify the Managing Director in such circumstances.
Besides the general concept of tort liability, Netherlands law contains
various specific statutory provisions on the personal civil law liability of the
Managing Directors of a B.V. corporation, both towards the B.V. itself in case
of improper performance, requiring the Managing Director to be seriously at
fault, and towards third parties. Third party liability may inter alia (but not
limitative) result from (i) acquisition of the B.V.'s shares by the B.V. itself
or by any of its subsidiaries contrary to the statutory provisions relating
thereto, (ii) misleading information and, more particularly, misleading annual
accounts or interim of the B.V., (iii) unpaid social security premiums and
certain taxes and
II-1
(iv) in the event of the B.V.'s bankruptcy, improper performance if such
performance is the cause of the bankruptcy, or non-compliance with other
specific statutory provisions.
The Articles of Association of the Corning Finance B.V. do not contain any
provisions on the indemnification by the Corning Finance B.V. of its Managing
Directors. Under Netherlands law obtaining insurance on Managing Directors is
permitted except that such insurance cannot be applied to any liability
resulting from gross negligence or intentional misconduct.
Reference is made to the forms of Underwriting Agreement incorporated by
reference as Exhibits 1.01 through 1.05 hereto for a description of
indemnification arrangements for offerings of securities pursuant thereto.
For the undertaking in relation to indemnification, please see Item 17
below.
ITEM 16. EXHIBITS.
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBITSDESCRIPTION
- --------------------- ----------- ---------------------------------------------------------------------------------------------------------
1.012.1 Agreement and Plan of Merger dated as of April 20, 2000, by
and between the Company, Corning Applied Technologies
Corporation and NZ Applied Technologies Corporation.
3.1 Restated Certificate of Incorporation of the Company, dated
April 24, 1997 (incorporated by reference to Exhibit 3(i) of
the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998).
3.2 Certificate of Underwriting Agreement relatingAmendment dated April 27, 2000 to debt securities and debt warrantsthe
Restated Certificate of Corning Incorporated.
1.02 FormIncorporation of Underwriting Agreement relatingthe Company
(incorporated by reference to equity warrants (to be filed as an exhibit to aExhibit 3(i) of the
registrant's Current Report on Form 8-K and incorporated hereindated May 3, 2000)
3.3 By-laws of the Company (incorporated by reference).
1.03 Form of Underwriting Agreement relatingreference to preferred stock and depositary shares (to be filed as an
exhibitExhibit
3(ii) to a Currentthe registrant's Quarterly Report on Form 8-K and incorporated herein by reference).
1.0410-Q for
the quarterly period ended September 30, 1998).
II-1
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
4.1 Form of Underwriting Agreement relating to common stock (to be filed as an exhibit to a Current Report on
Form 8-K and incorporated herein by reference).
1.05 Form of Underwriting Agreement relating to debt securities of Corning Finance B.V. (to be filed as an
exhibit to a Current Report on Form 8-K and incorporated herein by reference).
4.01 Indenture, dated June , 1999, by and between the Company and The Chase Manhattan Bank, as trustee.
4.02 Indenture, dated June , 1999, by and among the Company, Corning Finance B.V. and The Chase Manhattan
Bank, as trustee.
4.03 Form of Debt Warrant Agreement, including a form of debt warrant certificate (to be filed as an exhibit
to a Current Report on Form 8-K and incorporated herein by reference).
4.04 Form of Equity Warrant Agreement, including form of equity warrant certificate (to be filed as an exhibit
to a Current Report on Form 8-K and incorporated herein by reference).
4.05 Form of Deposit Agreement, including form of depositary receipt (to be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by reference).
4.06 Form of certificate for sharesCommon Stock Certificate of the common stockCompany
(incorporated by reference to Exhibit 4 to Registration
Statement on Form S-4 filed with the Commission on June 17,
1992 (Registration Statement No. 33-48488)).
4.074.2 Rights Agreement, dated as of June 5, 1996, between the
Company and Harris Trust and Savings Bank, as rights agent
(incorporated by reference to Exhibit 1 ofto the Company's
Current Report on Form 8-K dated July 10, 1996).
5.014.3 Form of Preferred Share Purchase Right of the Company
(included in Exhibit 4.02).
5.1 Opinion of William D. Eggers, Esq.
II-2
EXHIBIT
NUMBER EXHIBITS
- ----------- ---------------------------------------------------------------------------------------------------------
12.01 CalculationCounsel as to the legality of ratio of income to fixed charges and calculation of ratio of income to combined fixed
charges including preferred stock dividends.
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.02shares registered.
23.1 Consent of William D. Eggers, Esq. (included in Exhibit 5.01).
24.01 Power5.1)
23.2 Consent of AttorneyPricewaterhouseCoopers LLP.
24.1 Powers of certain directors.
25.01 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of
The Chase Manhattan Bank, as Trustee.Attorney.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrantsregistrant hereby undertakeundertakes
(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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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 the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment thereby is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and
(3) to remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrants undertakeregistrant undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d)
II-2
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein,
II-3
and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of a
registrant pursuant to the foregoing provisions, or otherwise, the registrants
haveregistrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event a claim against athe registrant for
indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of
such 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 herein, suchthe 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 such Act and will be governed by the
final adjudication of such issue.
II-4(d) The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Corning Incorporated, a New York corporation, 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
statementRegistration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Corning, State of New
York, on June 22, 1999.the 12th day of May 2000.
CORNING INCORPORATED
-------------------------------------
(Registrant)
By: /s/ WILLIAM D. EGGERS
--------------------------------------------------------------------------
William D. Eggers
Senior Vice PresidentSENIOR VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
registration statementRegistration Statement has been signed below on May 12, 2000 by the following
persons on June 22,
1999, in the capacities indicated.indicated:
NAME AND SIGNATURE CAPACITYTITLE
- ------------------------------ --------------------------------------------- -----
/s/ ROGER G. ACKERMAN Chairman of the Board, - ------------------------------ Principal
------------------------------------------- Executive Officer and Director
(Roger G. Ackerman) and Director
/s/ JAMES B. FLAWS Senior Vice President - ------------------------------ Treasurer and
------------------------------------------- Principal Financial Officer
(James B. Flaws) Financial Officer
/s/ KATHERINE A. ASBECK Vice President, Controller - ------------------------------ and
------------------------------------------- Principal Accounting Officer
(Katherine A. Asbeck)
Officer
* Director
- ------------------------------
(Robert Barker)
* Director
- -------------------------------------------------------------------------
(John Seely Brown)
* Director
- -------------------------------------------------------------------------
(John H. Foster)
* Director
- -------------------------------------------------------------------------
(Norman E. Garrity)
II-5
SIGNATURE CAPACITY
- ------------------------------ ---------------------------
*
Director
- -------------------------------------------------------------------------
(Gordon Gund)
* Director
- -------------------------------------------------------------------------
(John M. Hennessy)
II-4
NAME AND SIGNATURE TITLE
- ------------------ -----
* Director
- -------------------------------------------------------------------------
(James R. Houghton)
* Director
- ------------------------------
(James W. Kinnear)
* Director
- -------------------------------------------------------------------------
(John W. Loose)
* Director
- -------------------------------------------------------------------------
(James J. O'Connor)
* Director
- -------------------------------------------------------------------------
(Catherine A. Rein)
* Director
- -------------------------------------------------------------------------
(Deborah D. Rieman)
* Director
-------------------------------------------
(H. Onno Ruding)
* Director
- -------------------------------------------------------------------------
(William D. Smithburg)
*By: /s/ WILLIAM D. EGGERS
---------------------------------------------------------------
(William D. Eggers,
Attorney-in-Fact)Eggers)
(ATTORNEY-IN-FACT)
II-6
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corning, state of New York, on June 22, 1999.
CORNING FINANCE B.V.
-------------------------------------
(Registrant)
By: /s/ KIM L. FROCK
---------------------------------
Kim L. Frock
Vice President--Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on June 22,
1999, in the capacities indicated.
SIGNATURE CAPACITY
- ------------------------------ ---------------------------
/s/ JAMES B. FLAWS President and Chief
- ------------------------------ Executive Officer
(James B. Flaws)
Vice President--Finance,
/s/ KIM L. FROCK Chief Financial Officer,
- ------------------------------ Chief Accounting Officer
(Kim L. Frock) and Director
* Director
- ------------------------------
(A. John Peck, Jr.)
* Director
- ------------------------------
(Mark S. Rogus)
Director
- ------------------------------
(ABN AMRO Trust Company
(Nederland) B.V.)
*By: /s/ KIM L. FROCK
-------------------------
(Kim L. Frock,
Attorney-in-Fact)
II-7II-5