-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SD2BlGLK9PwCMI/qYgQVJyQm+XjKuZqNWTvLLj0lajsha89u06O84tzybZE6f0Ya JPtV66FoTSGre4DolQKCNA== 0000024741-99-000051.txt : 19991229 0000024741-99-000051.hdr.sgml : 19991229 ACCESSION NUMBER: 0000024741-99-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991228 ITEM INFORMATION: FILED AS OF DATE: 19991228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03247 FILM NUMBER: 99781605 BUSINESS ADDRESS: STREET 1: ONE RIVERFRONT PLAZA CITY: CORNING STATE: NY ZIP: 14831 BUSINESS PHONE: 6079749000 FORMER COMPANY: FORMER CONFORMED NAME: CORNING INC /NY / CORNING LAB SERVICES INC DATE OF NAME CHANGE: 19930713 FORMER COMPANY: FORMER CONFORMED NAME: CORNING GLASS WORKS DATE OF NAME CHANGE: 19890512 8-K 1 PRO FORMA FINANCIAL INFORMATION 16 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) December 28, 1999 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 As disclosed in Corning's current report on Form 8-K filed November 18, 1999, Corning Incorporated and Oak Industries Inc. have entered into an agreement and plan of merger whereby Oak Industries will be merged with and into a wholly- owned subsidiary of Corning in a stock-for-stock transaction that will be tax- free to Oak shareholders. The transaction is expected to be consummated in the first quarter of 2000 and to be accounted for as a pooling of interests. Corning expects to restate its financial statements after consummation of the acquisition of Oak Industries to present combined results of the merged companies. Pro forma financial statements reflecting this restatement were included in Corning's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 27, 1999. This information is being filed herewith. Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits The following pro forma combined financial statements are being filed herewith: (1) Pro forma combined Balance Sheet as of September 30, 1999. (2) Pro forma combined Statements of Income for the nine months ended September 30, 1999 and 1998. (3) Pro forma combined Statements of Income for the years ended December 31, 1998, 1997, and 1996. 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: December 28, 1999 By /s/ KATHERINE A. ASBECK Katherine A. Asbeck Vice President and Controller CORNING INCORPORATED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following describes the pro forma effect of the merger on (1) the unaudited historical balance sheet as of September 30, 1999, (2) the unaudited historical statements of income for the nine months ended September 30, 1999 and 1998, and (3) the statements of income for the years ended December 31, 1998, 1997 and 1996 of Corning under the assumptions and adjustments described below. The pro forma adjustments reflect the application of pooling of interests accounting discussed in "The Merger - Accounting Treatment." The following unaudited pro forma combined financial information and the accompanying notes should be read in conjunction with the historical financial statements and related notes of Corning and Oak Industries, incorporated by reference in this Proxy Statement/Prospectus. The unaudited pro forma combined financial information is provided for informational purposes only and does not purport to represent what the combined financial position and results of operations would actually have been had the merger in fact occurred at the dates indicated. The following unaudited pro forma combined statements of income and unaudited pro forma combined balance sheet illustrate the estimated effects of the merger as if that transaction had occurred at the beginning of each period presented for the statements of income and at the end of the period for the balance sheet, and gives effect to the merger as a pooling of interests for accounting purposes. The unaudited pro forma combined statements of income do not include the impact of nonrecurring charges directly attributable to the transaction. For financial accounting purposes, it is expected that the merger will be accounted for using the pooling of interests method of accounting. Accordingly, it is expected that (1) the recorded historical cost basis of the assets and liabilities of Corning and Oak Industries will be carried forward to the combined company, (2) results of operations of the combined company will include income of Corning and Oak Industries for the entire fiscal period in which the combination occurs and (3) the historical results of operations of the separate companies for fiscal years before the merger will be combined and reported as the results of operations of the combined company. Adjustments have been made to reclassify the presentation of Oak Industries historical financial information to be consistent with Corning's presentation. However, no adjustments have been made to the historical financial statements of Corning and Oak Industries to conform the accounting policies of the combining companies as the nature and amounts of such adjustments are not expected to be significant. In addition, no adjustments have been made in the unaudited pro forma combined financial information for transactions between Corning and Oak Industries as such transactions were determined to be immaterial. Unaudited Pro Forma Combined Balance Sheet As of September 30, 1999 (In millions)
Oak Pro Forma Combined Corning Industries Adjustments Pro Forma ------- ---------- ----------- --------- Assets Current assets Cash $ 70.0 $ 8.2 $ $ 78.2 Short-term investments, at cost which approximates market value 31.5 31.5 Accounts receivable, net of doubtful accounts and allowances 768.4 68.3 836.7 Inventories 550.6 73.2 623.8 Deferred taxes on income and other current assets 211.5 14.1 225.6 -------- ------ ------ -------- Total current assets 1,632.0 163.8 1,795.8 -------- ------ ------ -------- Investments Associated companies, at equity 393.0 10.0 403.0 Others, at cost 58.8 0.2 59.0 -------- ------ ------ -------- 451.8 10.2 462.0 -------- ------ ------ -------- Plant and equipment net of accumulated depreciation 2,909.9 96.1 3,006.0 Goodwill and intangible assets net of accumulated amortization 344.5 189.8 534.3 Other assets 335.6 14.9 350.5 -------- ------ ------ -------- $5,673.8 $474.8 $ $6,148.6 ======== ====== ====== ======== Liabilities and Shareholders' Equity Current liabilities Loans payable $ 297.8 $ 1.9 $ 45.0 (a) $ 344.7 Accounts payable 283.8 23.8 307.6 Other accrued liabilities 637.1 25.7 662.8 -------- ------ ------ -------- Total current liabilities 1,218.7 51.4 45.0 (a) 1,315.1 -------- ------ ------ -------- Other liabilities 690.1 10.7 700.8 Loans payable beyond one year 1,287.6 108.2 1,395.8 4 7/8% Convertible Subordinated Notes 100.0 100.0 Minority interest in subsidiary companies 361.4 361.4 Convertible preferred stock 15.2 15.2 Common shareholders' equity Common stock, including excess over par value and other capital 1,032.5 328.7 (65.7) (b) 1,295.5 Retained earnings 1,730.8 (46.8) (45.0) (a) 1,639.0 Less cost of common stock in treasury (642.9) (65.7) 65.7 (b) (642.9) Accumulated other comprehensive income (19.6) (11.7) (31.3) -------- ------ ------ -------- Common shareholders' equity 2,100.8 204.5 (45.0) 2,260.3 -------- ------ ------ -------- $5,673.8 $474.8 $ $6,148.6 ======== ====== ====== ========
Unaudited Pro Forma Combined Statement of Income Nine Months Ended September 30, 1999 (In millions, except per share data)
Oak Pro Forma Combined Corning Industries Adjustments Pro Forma ------- ---------- ----------- --------- Revenues Net Sales $3,048.8 $323.2 $ $3,372.0 Royalty, interest and dividend income 29.6 0.4 30.0 Non-operating gain 30.0 30.0 -------- ------ ----- -------- 3,108.4 323.6 3,432.0 Deductions Cost of sales 1,861.6 212.6 2,074.2 Selling, general and administrative expenses 428.4 63.5 (16.5) (c) 475.4 Research, development and engineering expenses 260.9 11.2 (c) 272.1 Provision for restructuring and impairment 15.5 15.5 Amortization of purchased intangibles 15.9 5.3 (c) 21.2 Interest expense 56.1 10.0 66.1 Other, net 32.5 32.5 -------- ------ ----- -------- Income from continuing operations before taxes on income 437.5 37.5 475.0 Taxes on income from continuing operations 132.4 12.9 145.3 -------- ------ ----- -------- Income before minority interest and equity earnings 305.1 24.6 329.7 Minority interest in earnings of subsidiaries (46.1) (46.1) Dividends on convertible preferred securities of subsidiary (2.3) (2.3) Equity in earnings of associated companies 84.9 (0.8) 84.1 -------- ------ ----- -------- Income from continuing operations $ 341.6 $ 23.8 $ $ 365.4 ======== ====== ===== ======== Basic earnings per share from continuing operations $ 1.42 $ 1.35 $ 1.43 (d) Diluted earnings per share from continuing operations $ 1.39 $ 1.26 $ 1.40 (d) Weighted average shares outstanding-basic 239.7 17.7 254.4 (d) Weighted average shares outstanding-diluted 247.2 20.9 264.7 (d)
Unaudited Pro Forma Combined Statement of Income Nine Months Ended September 30, 1998 (In millions, except per share data)
Oak Pro Forma Combined Corning Industries Adjustments Pro Forma ------- ---------- ----------- --------- Revenues Net Sales $2,557.2 $249.5 $ $2,806.7 Royalty, interest and dividend income 32.9 0.8 0.5 (c) 34.2 Non-operating gain 20.5 0.7 21.2 -------- ------ ----- -------- 2,610.6 251.0 0.5 2,862.1 Deductions Cost of sales 1,583.4 155.6 1,739.0 Selling, general and administrative expenses 352.1 53.3 (13.9) (c) 391.5 Research, development and engineering expenses 213.8 9.8 (c) 223.6 Provision for restructuring and impairment 84.6 84.6 Amortization of purchased intangibles 11.8 4.6 (c) 16.4 Interest expense 43.8 7.1 50.9 Other, net 40.4 40.4 -------- ------ ----- -------- Income from continuing operations before taxes on income 280.7 35.0 315.7 Taxes on income from continuing operations 84.1 13.7 97.8 -------- ------ ----- -------- Income before minority interest and equity earnings 196.6 21.3 217.9 Minority interest in earnings of subsidiaries (38.6) (0.6) (39.2) Dividends on convertible preferred securities of subsidiary (10.3) (10.3) Equity in earnings of associated companies 75.5 1.1 76.6 -------- ------ ----- -------- Income from continuing operations $ 223.2 $ 21.8 $ $ 245.0 ======== ====== ===== ======== Basic earnings per share from continuing operations $ 0.97 $ 1.22 $ 1.00 (d) Diluted earnings per share from continuing operations $ 0.95 $ 1.15 $ 0.98 (d) Weighted average shares outstanding-basic 229.7 17.9 244.6 (d) Weighted average shares outstanding-diluted 243.9 20.6 259.4 (d)
Unaudited Pro Forma Combined Statement of Income For the Year Ended December 31, 1998 (In millions, except per share data)
Oak Pro Forma Combined Corning Industries Adjustments Pro Forma ------- ---------- ----------- --------- Revenues Net Sales $3,484.0 $347.9 $ $3,831.9 Royalty, interest and dividend income 48.4 1.0 0.6 (c) 50.0 Non-operating gain 39.7 0.7 40.4 -------- ------ ------ -------- 3,572.1 349.6 0.6 3,922.3 Deductions Cost of sales 2,138.1 222.4 (0.9) (c) 2,359.6 Selling, general and administrative expenses 487.7 74.4 (20.0) (c) 542.1 Research, development and engineering expenses 293.9 13.5 (c) 307.4 Provision for restructuring and impairment 84.6 1.6 (c) 86.2 Amortization of purchased intangibles 15.8 6.4 (c) 22.2 Interest expense 56.7 10.1 66.8 Other, net 55.7 55.7 -------- ------ ------ -------- Income from continuing operations before taxes on income 439.6 42.7 482.3 Taxes on income from continuing operations 132.8 16.7 149.5 -------- ------ ------ -------- Income before minority interest and equity earnings 306.8 26.0 332.8 Minority interest in earnings of subsidiaries (60.9) (0.7) (61.6) Dividends on convertible preferred securities of subsidiary (13.7) (13.7) Equity in earnings of associated companies 95.3 2.0 97.3 -------- ------ ------ -------- Income from continuing operations $ 327.5 $ 27.3 $ $ 354.8 ======== ====== ====== ======== Basic earnings per share from continuing operations $ 1.42 $ 1.54 $ 1.45 (d) Diluted earnings per share from continuing operations $ 1.39 $ 1.46 $ 1.42 (d) Weighted average shares outstanding-basic 229.6 17.8 244.4 (d) Weighted average shares outstanding-diluted 243.9 20.6 259.2 (d)
Unaudited Pro Forma Combined Statement of Income For the Year Ended December 31, 1997 (In millions, except per share data)
Oak Pro Forma Combined Corning Industries Adjustments Pro Forma ------- ---------- ----------- --------- Revenues Net Sales $3,516.8 $314.4 $ $3,831.2 Royalty, interest and dividend income 37.5 0.4 1.0 (c) 38.9 -------- ------ ------ -------- 3,554.3 314.8 1.0 3,870.1 Deductions Cost of sales 2,026.3 198.0 2,224.3 Selling, general and administrative expenses 541.6 69.2 (17.4) (c) 593.4 Research, development and engineering expenses 250.3 12.6 (c) 262.9 Amortization of purchased intangibles 16.0 5.8 (c) 21.8 Interest expense 72.0 11.0 83.0 Other, net 18.9 18.9 -------- ------ ------ -------- Income from continuing operations before taxes on income 629.2 36.6 665.8 Taxes on income from continuing operations 209.5 13.8 223.3 -------- ------ ------ -------- Income before minority interest and equity earnings 419.7 22.8 442.5 Minority interest in earnings of subsidiaries (76.3) (1.1) (77.4) Dividends on convertible preferred securities of subsidiary (13.7) (13.7) Equity in earnings of associated companies 79.2 79.2 -------- ------ ------ -------- Income from continuing operations $ 408.9 $ 21.7 $ $ 430.6 ======== ====== ====== ======== Basic earnings per share from continuing operations $ 1.79 $ 1.22 $ 1.77 (d) Diluted earnings per share from continuing operations $ 1.72 $ 1.20 $ 1.71 (d) Weighted average shares outstanding-basic 228.1 17.8 242.9 (d) Weighted average shares outstanding-diluted 245.4 18.1 260.4 (d)
Unaudited Pro Forma Combined Statement of Income For the Year Ended December 31, 1996 (In millions, except per share data)
Oak Pro Forma Combined Corning Industries Adjustments Pro Forma ------- ---------- ----------- --------- Revenues Net Sales $3,024.0 $303.5 $ $3,327.5 Royalty, interest and dividend income 29.7 0.5 30.2 Non-operating gain 21.5 21.5 -------- ------ ------ -------- 3,053.7 325.5 3,379.2 Deductions Cost of sales 1,817.4 189.4 (0.8) (c) 2,006.0 Selling, general and administrative expenses 499.4 67.1 (18.4) (c) 548.1 Research, development and engineering expenses 189.2 10.9 (c) 200.1 Provision for restructuring and impairment 5.9 (c) 5.9 Amortization of purchased intangibles 12.7 3.6 (c) 16.3 Interest expense 57.2 5.7 62.9 Other, net 22.0 22.0 -------- ------ ------ -------- Income from continuing operations before taxes on income 455.8 63.3 (1.2) 517.9 Taxes on income from continuing operations 151.4 22.8 174.2 -------- ------ ------ -------- Income before minority interest and equity earnings 304.4 40.5 (1.2) 343.7 Minority interest in earnings of subsidiaries (52.5) (7.3) (59.8) Dividends on convertible preferred securities of subsidiary (13.7) (13.7) Equity in earnings of associated companies 85.1 (1.3) 1.2 (c) 85.0 -------- ------ ------ -------- Income from continuing operations $ 323.3 $ 31.9 $ $ 355.2 ======== ====== ====== ======== Basic earnings per share from continuing operations $ 1.42 $ 1.77 $ 1.46 (d) Diluted earnings per share from continuing operations $ 1.40 $ 1.71 $ 1.44 (d) Weighted average shares outstanding-basic 227.1 18.0 242.0 (d) Weighted average shares outstanding-diluted 239.5 18.7 255.0 (d)
Notes to Unaudited Pro Forma Combined Financial Information (a) Corning and Oak Industries estimate that they will incur direct transaction costs of approximately $45 million (pre-tax) associated with the merger. These costs consist primarily of investment banking, legal and accounting fees, as well as certain payments to senior Oak executives described further in "Certain Compensation Arrangements". The unaudited pro forma combined balance sheet reflects such expenses as if they had been paid as of the end of the third quarter of 1999. (b) Adjustments reflect the issuance of 14.4 million shares of Corning common stock to effect the exchange of Oak Industries common stock at the exchange ratio of 0.83 of a share of Corning common stock for each share of Oak Industries common stock. Adjustments also reflect the cancellation and extinguishment of all Oak Industries' common stock held in treasury at the effective time of the merger. (c) Adjustments reflect a reclassification of Oak Industries' reported amounts of research and development expense, amortization of intangibles, restructuring and impairment charges, and royalty income to conform to Corning's presentation. (d) The pro form combined per share amounts and weighted average common shares outstanding reflect the combined weighted average of Corning and Oak Industries common shares outstanding for all periods presented, after adjusting the number of Oak Industries common shares to reflect the exchange ratio of 0.83 of a share of Corning common stock for each share of Oak Industries common stock. The diluted unaudited pro forma per share information for Corning is based on the weighted average number of outstanding shares of Corning common stock adjusted to include (1) the dilutive effect of Corning employee stock options and Corning monthly income preferred securities and Corning convertible preferred stock, in certain periods, and (2) the number of shares of Corning common stock that would be issued in the merger and (3) the dilutive effect of Oak Industries employee stock options, restricted stock and 4 7/8% Convertible Subordinated Notes. -----END PRIVACY-ENHANCED MESSAGE-----