SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 8, 2001
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 974-9000
----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events and Regulation FD.
-------------------------------
On November 8, 2001, Corning Incorporated announced a plan for convertible
debentures offering, followed by an outline of the terms and pricing of such
convertible debentures offering. The two press releases relating to this
announcement are filed herewith as Exhibit 99.1 and 99.2 and are incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(c) Exhibits.
99.1 Press Release dated November 8, 2001
99.2 Press Release dated November 8, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 9, 2001
CORNING INCORPORATED
By /s/ Katherine A. Asbeck
---------------------------------------
Katherine A. Asbeck
Senior Vice President & Controller
INDEX TO EXHIBITS
-----------------
(c) Exhibits
--------
99.1 Press Release dated November 8, 2001
99.2 Press Release dated November 8, 2001
FOR RELEASE -- NOVEMBER 8, 2001
Corning Media Contact: Corning Investor Relations Contact:
Daniel F. Collins Katherine M. Dietz
(607) 974-4197 (607) 974-8217
collinsdf@corning.com dietzkm@corning.com
Corning Incorporated Announces Plan for Convertible Debentures Offering
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) today announced that it has
commenced a public offering of $600 million aggregate principal amount of senior
unsecured convertible debentures under its existing $5 billion universal shelf
registration statement.
The debentures are expected to have a 7-year maturity, due in November 2008 and
are redeemable at Corning's option after November 2004. The sole bookrunning
manager will be Goldman, Sachs & Co.
Net proceeds from the offering will be used for general corporate purposes,
including working capital requirements, normal, ongoing capital spending, and
the possible funding of future acquisitions.
This represents a new financing by Corning. This offering is made by means of a
prospectus supplement to a prospectus that is part of Corning's universal shelf
registration statement previously filed with the U.S. Securities and Exchange
Commission and declared effective in March 2001. For a copy of the prospectus
and prospectus supplement relating to this offering, contact the prospectus
department of Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004,
Telephone: (212) 902-1171.
This news release shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Established in 1851, Corning Incorporated creates leading-edge technologies for
the fastest-growing markets of the world's economy. Corning manufactures optical
fiber, cable and photonic products for the telecommunications industry; and
high-performance displays and components for television, information technology
and other communications-related industries. The company also uses advanced
materials to manufacture products for scientific, semiconductor and
environmental markets.
###
FOR RELEASE -- NOVEMBER 8, 2001
Corning Media Contact: Corning Investor Relations Contact:
Daniel F. Collins Katherine M. Dietz
(607) 974-4197 (607) 974-8217
collinsdf@corning.com dietzkm@corning.com
Corning Announces Convertible Debenture Offering
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) announced today the completion
of a public offering of $600 million aggregate principal amount of convertible
debentures. These debentures will be due in November 2008, and will be issued
under the company's existing $5 billion universal shelf registration statement,
declared effective by the U.S. Securities and Exchange Commission in March 2001.
In addition, Corning has granted the underwriters the option to purchase up to
$90 million aggregate principal amount of additional debentures.
The debentures pay an annual coupon rate of 3.50% and are initially convertible
into approximately 71 million shares of Corning common stock at a conversion
price of $9.68 per share, representing a conversion premium of 25% over today's
closing stock price of $7.74 per share. Beginning in November 2004, the company
has an option to redeem the debentures. Upon a change in control of the company,
the debenture holder may require the company to repurchase these debentures. The
senior unsecured convertible debentures will rank pari passu with Corning's
other senior, unsecured debt obligations.
The net proceeds from this offering will be used for general corporate purposes,
including working capital requirements, normal, ongoing capital spending and the
possible funding of future acquisitions.
The sole book running manager was Goldman, Sachs & Co.
(more)
Corning Announces Convertible Debenture Offering
Page Two
This represents a new financing by Corning. This offering is made by means of a
prospectus supplement to a prospectus that is part of Corning's universal shelf
registration statement previously filed with the U.S. Securities and Exchange
Commission. For a copy of the prospectus and prospectus supplement relating to
this offering; contact the prospectus department of Goldman, Sachs & Co., 85
Broad Street, New York, NY 10004, Telephone: (212) 902-1171.
This news release shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Established in 1851, Corning Incorporated creates leading-edge technologies for
the fastest-growing markets of the world's economy. Corning manufactures optical
fiber, cable and photonic products for the telecommunications industry; and
high-performance displays and components for television, information technology
and other communications-related industries. The company also uses advanced
materials to manufacture products for scientific, semiconductor and
environmental markets.
###