SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 29, 2002
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)
(607) 974-9000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On July 29, 2002, Corning Incorporated announced a plan for an offering of
Series C Mandatory Convertible Preferred Stock. The press release relating to
this announcement is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated July 29, 2002
SIGNATURES
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 thereunto duly authorized.
CORNING INCORPORATED
Registrant
Date: July 29, 2002 By /s/ KATHERINE A. ASBECK
Katherine A. Asbeck
Senior Vice President and Controller
INDEX TO EXHIBITS
(c) Exhibits
99.1 Press Release dated July 29, 2002
Exhibit 99.1
FOR RELEASE - July 29, 2002
Corning Contacts:
Media Relations Investor Relations
Daniel F. Collins Katherine M. Dietz
(607) 974-4197 (607) 974-8217
collinsdf@corning.com dietzkm@corning.com
Corning Announces Plan for Public Offering of Mandatory Convertible Preferred
Stock
CORNING, N.Y. - Corning Incorporated (NYSE: GLW) today announced that it has
commenced a public offering of $500 million of mandatory convertible preferred
stock under its existing $5 billion universal shelf registration statement.
The preferred shares are mandatorily convertible into shares of Corning's common
stock in August 2005. The offering is expected to be priced on or about July 31,
2002. The book-running managers are Salomon Smith Barney, JPMorgan and Goldman,
Sachs & Co.
Net proceeds from the offering will be used as follows:
.. Approximately $105 million to purchase U.S. Treasury securities that will
be pledged as collateral to secure the payment of dividends on the
mandatory convertible preferred stock.
.. To fund capital expenditure, operating losses, including cash restructuring
spending, working capital requirements and general corporate purposes.
.. Purchase and retire long-term debt securities with a weighted average
interest rate of 4% per annum with maturities ranging from 2003 through
2029.
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 Salomon Smith Barney, 388 Greenwich Street, New York, NY 10013,
Telephone: (718) 765-6732.
(more)
Corning Announces Plan for Public Offering of Mandatory
Convertible Preferred Stock
Page Two
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.
About Corning Incorporated
Established in 1851, Corning Incorporated (www.corning.com) 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. Corning revenues for 2001 were $6.3
billion.
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Forward-Looking and Cautionary Statements
This news release contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially. These risks and uncertainties include the possibility of changes or
fluctuations in global economic conditions; currency exchange rates; product
demand and industry capacity; competitive products and pricing; availability and
costs of critical components and materials; new product development and
commercialization; order activity and demand from major customers; capital
spending by larger customers in the telecommunications industry and other
business segments; the mix of sales between premium and non-premium products;
possible disruption in commercial activities due to terrorist activity and armed
conflict; ability to obtain financing and capital on commercially reasonable
terms; acquisition and divestiture activities; the level of excess or obsolete
inventory; the ability to enforce patents; product and components performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the day that they are made, and Corning undertakes no
obligation to update them in light of new information or future events.