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 31, 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 31, 2002, Corning Incorporated announced an outline of the terms and
pricing of the offering of the Series C mandatory convertible preferred stock
offering. 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 31, 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: August 1, 2002 By /s/ KATHERINE A. ASBECK
Katherine A. Asbeck
Senior Vice President and Controller
INDEX TO EXHIBITS
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(c) Exhibits
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99.1 Press Release dated July 31, 2002
Exhibit 99.1
FOR RELEASE - July 31, 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 Mandatory Convertible Preferred
Stock Offering
CORNING, N.Y. - Corning Incorporated (NYSE:GLW) announced today the completion
of a public offering of $500 million aggregate amount of Series C mandatory
convertible preferred stock. These preferred shares will be mandatorily
convertible in August 2005 into shares of Corning common stock, 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
$75 million aggregate amount of additional preferred shares.
"Our primary operating objectives are to continue to protect the financial
health of the company while driving toward profitability in 2003 with a strong
focus on cash flow. Today's announcement is further evidence of that commitment.
We are well down the path of our previously announced restructuring program, and
this transaction represents a prudent step toward preserving the financial
health of the company," said James B. Flaws, vice chairman and chief financial
officer.
The mandatory preferred shares pay an annual dividend rate of 7.0% and are
mandatorily convertible into between approximately 254 million and 313 million
shares of Corning common stock on August 16, 2005.
Net proceeds from the offering will be used as follows:
.. To purchase approximately $102 million of 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 expenditures, operating losses, including cash
restructuring spending, working capital requirements and general corporate
purposes.
.. To purchase and retire long-term debt securities with a weighted average
interest rate of 4% per annum with maturities ranging from 2003 through
2029.
(more)
Corning Announces Mandatory Convertible Preferred Stock Offering
Page Two
Corning's Board of Directors today declared an annual dividend of $7 per share
on the Series C preferred stock for an aggregate amount of approximately $105
million payable quarterly, over three years. Corning will secure the payment of
this dividend by using a portion of the proceeds from the sale of the Series C
preferred stock to purchase U.S. treasury securities that Corning will pledge as
collateral evidencing its obligation to pay dividends. The offering will result
in a one-time reduction of between $0.11 and $0.12 per share in the third
quarter in earnings available to Corning common shareholders.
Joint book-runners are Salomon SmithBarney, JPMorgan and Goldman, Sachs & Co.
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 Salomon Smith Barney, 388
Greenwich Street, New York, NY 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 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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Corning Announces Mandatory Convertible Preferred Stock Offering
Page Three
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.