-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XhbkS76oeHykTv8q85svMYzLueC7aj/wlepomJ4M2XsxyBse7YB8APlWbefPLdue p2gh+UoJ9yVeEVp9+/NN3w== 0000950123-94-001221.txt : 19940728 0000950123-94-001221.hdr.sgml : 19940728 ACCESSION NUMBER: 0000950123-94-001221 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: 3220 IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49903 FILM NUMBER: 94540213 BUSINESS ADDRESS: STREET 1: HOUGHTON PK C-3 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 424B5 1 PROSPECTUS SUPPLEMENT, CORNING INC. 1 Filed pursuant to Rule 424(b)(5) Registration No. 33-49903 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 23, 1993 [LOGO] $100,000,000 CORNING INCORPORATED 7.625% DEBENTURES DUE AUGUST 1, 2024 ------------------------ Interest on the 7.625% Debentures due August 1, 2024 (the "Debentures") is payable semiannually on February 1 and August 1 each year, commencing February 1, 1995. The Debentures will be issued only in fully registered form in denominations of $1,000 or any integral multiple thereof. See "Description of Debentures". The Debentures may not be redeemed at the option of the Company prior to maturity. The registered holder of each Debenture may elect to have that Debenture, or any portion of the principal amount thereof that is a multiple of $1,000, redeemed on August 1, 2004 at 100% of the principal amount together with accrued interest to August 1, 2004. Such election, which is irrevocable when made, must be made within the period commencing on June 1, 2004 and ending at the close of business on July 1, 2004. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMIS- SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ INITIAL PUBLIC UNDERWRITING PROCEEDS TO OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3) ----------------- ------------ ------------- Per Debenture............................ 99.654% .650% 99.004% Total.................................... $99,654,000 $650,000 $99,004,000
- --------------- (1) Plus accrued interest from August 1, 1994. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. (3) Before deduction of expenses payable by the Company estimated to be $135,000. ------------------------ The Debentures are offered severally by the Underwriters as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that delivery of the Debentures will be made at the offices of Goldman, Sachs & Co., New York, New York, on or about August 2, 1994. LAZARD FRERES & CO. GOLDMAN, SACHS & CO. ------------------------ THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 26, 1994. 2 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCON- TINUED AT ANY TIME. USE OF PROCEEDS Corning Incorporated ("Corning" or the "Company") will use the net proceeds from the sale of the Debentures to repay commercial paper, a portion of which was incurred in connection with the acquisition of Maryland Medical Laboratory Inc. described in the Company's Quarterly Report on Form 10-Q for the quarter ended June 19, 1994. The commercial paper bears interest at rates of 4.00% to 4.40%. RECENT DEVELOPMENTS Moody's Investors Service, Inc. ("Moody's") downgraded the senior long term debt ratings on Dow Corning Corporation's debentures, industrial revenue bonds, and medium-term notes to Ba1 from Baa1. Dow Corning Corporation's commercial paper rating was also downgraded to Not-Prime from Prime-2. Moody's stated that this action reflected its view "of the increased risk facing [Dow Corning Corporation] in view of the unexpectedly large number of opt-outs from the proposed global settlement on silicone breast implant litigation." S-2 3 DESCRIPTION OF DEBENTURES GENERAL The Debentures will be limited to $100,000,000 aggregate principal amount. The Debentures will be issued in denominations of $1,000 or any integral multiple thereof, in registered form only and will mature on August 1, 2024. The Debentures will be unsecured obligations of the Company, will not be subject to any sinking fund and are not redeemable at the option of the Company prior to maturity. The Debentures will rank prior to all subordinated indebtedness of the Company and pari passu with all other unsecured and unsubordinated indebtedness of the Company outstanding at the date of this Prospectus Supplement. The Debentures offered hereby constitute a series of the securities designated in the Prospectus as the Offered Debt Securities. The Company may at any time and from time to time, by resolutions duly adopted by its Board of Directors and certified to the Trustee or by supplement to the Indenture, increase the authorized aggregate principal amount of Debt Securities without the consent of the holders of the Debentures offered hereby. While the Debentures offered hereby mature on August 1, 2024, Debt Securities having a different maturity may be issued under the Indenture. For further information relating to the Debentures, see "Description of Debt Securities" in the accompanying Prospectus. INTEREST Each Debenture will bear interest from August 1, 1994, at the rate per annum set forth on the cover of this Prospectus Supplement payable semiannually on February 1 and August 1 of each year, commencing February 1, 1995, to the person in whose name the Debenture is registered at the close of business on the preceding January 15 and July 15, respectively, and at maturity. Interest due on the maturity date of the Debentures will be paid to the person to whom principal is payable. Principal of and interest on the Debentures are to be payable, and the transfer of the Debentures will be registrable, at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, New York, except that interest may be paid at the option of the Company by check mailed to the address of the holder entitled thereto as it appears in the Security Register. REDEMPTION AT OPTION OF HOLDER The Debentures may be redeemed on August 1, 2004, at the option of the registered holders of the Debentures, at 100% of their principal amount together with accrued interest to August 1, 2004. In order for a holder to exercise this option, the Company must receive at its office or agency in New York, New York, during the period beginning on June 1, 2004 and ending at 5:00 PM (New York City time) on July 1, 2004 (or, if July 1, 2004 is not a Business Day, the next succeeding Business Day), the Debenture with the form entitled "Option to Require Redemption on August 1, 2004" on the reverse of the Debenture duly completed. Any such notice received by the Company during the period beginning on June 1, 2004 and ending at 5:00 PM (New York City time) on July 1, 2004 shall be irrevocable. The redemption option may be exercised by the holder of a Debenture for less than the entire principal amount of the Debentures held by such holder, so long as the principal amount that is to be redeemed is equal to $1,000 or an integral multiple of $1,000. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Debenture for redemption will be determined by the Company, whose determination will be final and binding. Failure by the Company to repurchase the Debentures when required as described in the preceding paragraph will result in an Event of Default under the Indenture. DEFEASANCE The Company may elect either to defease and be discharged from any and all obligations with respect to the Debentures (except certain obligations relating to the registration, replacement and payment of the Debentures) or to be released from certain specified obligations with respect to the Debentures, subject to certain conditions and in accordance with the terms of the Indenture. See "Description of Debt Securities -- Defeasance" in the accompanying Prospectus. S-3 4 UNDERWRITING Subject to the terms and conditions set forth in the Pricing Agreement relating to the Debentures, the Company has agreed to sell to each of the Underwriters named below, and each of the Underwriters has severally agreed to purchase, the principal amount of Debentures set forth opposite its name below:
PRINCIPAL AMOUNT UNDERWRITER OF DEBENTURES ----------- ------------- Goldman, Sachs & Co.......................................... $ 50,000,000 Lazard Freres & Co........................................... 50,000,000 ------------- $ 100,000,000 =============
In the Pricing Agreement, the Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all the Debentures offered hereby if any Debentures are purchased. The Company has been advised by the Underwriters that they propose initially to offer the Debentures to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain selected dealers at such price less a concession not in excess of .40% of the principal amount of the Debentures. The Underwriters may allow, and such dealers may reallow, a concession not in excess of .25% of such principal amount on sales to certain other dealers. After the initial public offering, the offering price and other selling terms may from time to time be varied by the Underwriters. The Debentures are a new issue of securities with no established trading market. The Company has been advised by each Underwriter that such Underwriter intends to make a market in the Debentures but is not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Debentures. The Pricing Agreement provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments they may be required to make in respect thereof. Goldman, Sachs & Co. and Lazard Freres & Co. have from time to time provided investment banking services to the Company. S-4 5 - --------------------------------------------------------- - --------------------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. ------------------ TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE Use of Proceeds........................... S-2 Recent Developments....................... S-2 Description of Debentures................. S-3 Underwriting.............................. S-4 PROSPECTUS Available Information..................... 2 Incorporation of Certain Documents by Reference............................... 2 The Company............................... 3 Use of Proceeds........................... 3 Ratios of Earnings to Fixed Charges....... 3 Description of Debt Securities............ 4 Plan of Distribution...................... 8 Validity of Debt Securities............... 8 Experts................................... 8
- --------------------------------------------------------- - --------------------------------------------------------- - --------------------------------------------------------- - --------------------------------------------------------- $100,000,000 CORNING INCORPORATED 7.625% DEBENTURES DUE AUGUST 1, 2024 ------------------ PROSPECTUS SUPPLEMENT ------------------ LAZARD FRERES & CO. GOLDMAN, SACHS & CO. - --------------------------------------------------------- - --------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----