SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 26, 2002
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 974-9000
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 6 Pages
Exhibit Index on Page 4
Item 5. Other Events and Regulation FD.
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On August 26, 2002, Corning Incorporated announced that the underwriters
exercised their option to purchase an additional 750,000 shares of its 7% Series
C Mandatory Convertible Preferred Stock, in addition to the 5,000,000 shares
they purchased from the Company on July 31, 2002. The press release relating to
this announcement is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
99.1 Press Release dated August 26, 2002
Page 2 of 6 Pages
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 hereunto duly authorized.
CORNING INCORPORATED
Registrant
Date: August 26, 2002 By /s/ Katherine A. Asbeck
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Katherine A. Asbeck
Senior Vice President and Controller
Page 3 of 6 Pages
INDEX TO EXHIBITS
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(c) Exhibits
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99.1 Press Release dated August 26, 2002
Page 4 of 6 Pages
Exhibit 99.1
FOR RELEASE -- AUGUST 26, 2002
Corning Contacts:
Media Relations Investor Relations
Daniel F. Collins Kenneth C. Sofio
(607) 974-4197 (607) 974-7705
collinsdf@corning.com sofiokc@corning.com
Corning Announces Underwriters Have Exercised Option to Purchase Additional
Mandatory Convertible Preferred Stock
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) today announced that the
underwriters have exercised their option to purchase an additional $75 million
of shares of Series C Mandatory Convertible Preferred Stock, in addition to the
$500 million they purchased from the company on July 31, 2002.
Each preferred share has a par value of $100, pays an annual dividend rate of
7.0% and is mandatorily convertible into between 50.813 and 62.5 shares of
Corning's common stock on August 16, 2005. These preferred shares were issued
under Corning's existing $5 billion universal shelf registration statement. The
book-running managers were Salomon Smith Barney, JPMorgan and Goldman, Sachs &
Co.
This represents a new financing by Corning. The offering was 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 the offering, contact the prospectus
department of Salomon Smith Barney, 388 Greenwich Street, New York, N.Y., 10013;
telephone: (718) 765-6732.
This news release shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there by 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.
(more)
Page 5 of 6 Pages
Corning Announces Underwriters Have Exercised Option to Purchase Additional
Mandatory Convertible Preferred Stock
Page Two
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.
Page 6 of 6 Pages