8-K 1 july308k.txt CORNING'S FORM 8K DATED JULY 30, 2002 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 30, 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, Moody's Investors Service issued a press release lowering Corning Incorporated's long-term debt credit rating from Baa3 to Ba2 and short-term debt credit rating from Prime-3 to Not Prime. Also on July 29, 2002, Standard and Poor's issued a press release lowering the Company's long-term debt credit rating from BBB- to BB+ and short-term debt credit rating from A-3 to B. The credit rating agencies maintained negative outlooks. Item 9. Regulation FD Disclosure ------------------------ On July 24, 2002, the Chairman and Chief Executive Officer as well as the Vice Chairman and Chief Financial Officer of Corning Incorporated each signed the Statement Under Oath required by the Securities and Exchange Commission Order of June 27, 2002 in conjunction with filing the Second Quarter Report on Form 10-Q on July 24, 2002. These were filed with and received by the Securities and Exchange Commission on July 26, 2002. Pursuant to the Statement by the Staff of the Securities and Exchange Commission on July 29, 2002, the two Statements Under Oath are furnished herewith as Exhibit 99.1 and 99.2. (c) Exhibits. 99.1 Principal Executive Officer Signed Statement Under Oath dated July 24, 2002 99.2 Principal Financial Officer Signed Statement Under Oath dated July 24, 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 30, 2002 By /s/ KATHERINE A. ASBECK Katherine A. Asbeck Senior Vice President and Controller INDEX TO EXHIBITS ----------------- (c) Exhibits 99.1 Principal Executive Officer Signed Statement Under Oath dated July 24, 2002. 99.2 Principal Financial Officer Signed Statement Under Oath dated July 24, 2002. Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James R. Houghton, Chairman and Chief Executive Officer, state and attest that: (1) to the best of my knowledge, based upon a review of the covered reports of Corning Incorporated, and, except as corrected or supplemented in a subsequent covered report: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Corning Incorporated's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . Annual Report on Form 10-K for Fiscal Year ended December 31, 2001 as filed with the U.S. Securities and Exchange Commission on March 4, 2002 and Annual Report on Form 10-K/A for Fiscal Year ended December 31, 2001 as filed with the U.S. Securities and Exchange Commission on March 7, 2002 of Corning Incorporated; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Corning Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to any of the foregoing. /s/ James R. Houghton Subscribed and sworn to before me -------------------------- this 24 day of July, 2002. James R. Houghton Chairman and Chief Executive Officer Corning Incorporated Date: July 24, 2002 /s/ Sherry L. Smith ----------------------- Notary Public My Commission Expires: March 15, 2003 Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James B. Flaws, Vice Chairman and Chief Financial Officer, state and attest that: (1) to the best of my knowledge, based upon a review of the covered reports of Corning Incorporated, and, except as corrected or supplemented in a subsequent covered report: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Corning Incorporated's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . Annual Report on Form 10-K for Fiscal Year ended December 31, 2001 as filed with the U.S. Securities and Exchange Commission on March 4, 2002 and Annual Report on Form 10-K/A for Fiscal Year ended December 31, 2001 as filed with the U.S. Securities and Exchange Commission on March 7, 2002 of Corning Incorporated; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Corning Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to any of the foregoing. /s/ James B. Flaws Subscribed and sworn to before me ----------------------- this 24 day of July, 2002. James B. Flaws Vice Chairman and Chief Financial Officer Corning Incorporated Date: July 24, 2002 /s/ Sherry L. Smith ----------------------- Notary Public My Commission Expires: March 15, 2003