-----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, c4L1PZMCgLNxtrIpnY49rFDsU9tjqF56qEeClSZRYL1BhKP+7JIRI0Q2LQ7aAikq dumM8HZSeXf52nL/q477HQ== 0000950146-94-000178.txt : 19940930 0000950146-94-000178.hdr.sgml : 19940930 ACCESSION NUMBER: 0000950146-94-000178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940929 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940929 SROS: NYSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03247 FILM NUMBER: 94550897 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 8-K 1 CORNING INC. FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 29, 1994 CORNING INCORPORATED (Exact Name of Registrant as Specified in 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) Registrant's telephone number, including area code: (607) 974-9000
1 Item 5. Other Events On August 31, 1994, Corning Incorporated ("Corning") filed a Current Report on Form 8-K which included Unaudited Pro Forma Combined Financial Information as of and for the twenty-four weeks ended June 19, 1994. On September 9, 1994, Corning announced that a definitive agreement had been signed to acquire Bioran Medical Laboratory in a pooling of interests transaction. On September 23, 1994, Corning announced that Siecor Corporation had entered into a definitive agreement to acquire the assets relating to the hardware and equipment components business of Northern Telecom Limited. Corning is filing herewith Unaudited Pro Forma Combined Financial Information as of and for the twenty-four weeks ended June 19, 1994, which has been updated to include these pending transactions. Item 7. Pro Forma Financial Information:
Corning Incorporated Unaudited Pro Forma Combined Financial Information 4 Combined Statement of Income for the year ended January 2, 1994 5 Combined Statement of Income for the twenty-four weeks ended June 19, 1994 6 Combined Balance Sheet as of June 19, 1994 7 Notes to Unaudited Pro Forma Combined Financial Information 8
2 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 By: /s/ Kathy A. Asbeck Kathy A. Asbeck Assistant Controller 3 CORNING UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The Unaudited Pro Forma Combined Financial Information (the "Unaudited Pro Forma Information") is presented to reflect the estimated impact on Corning's Financial Statements of the following proposed or completed transactions (collectively, the "Transactions"): * The acquisition of Damon Corporation ("Damon") in August 1993, at a total purchase price of approximately $405 million, including acquisition expenses. The transaction has been accounted for as a purchase. * The acquisition of Costar Corporation ("Costar") in September 1993, the transaction with Unilab Corporation ("Unilab") in November 1993, and other acquisitions completed in 1993 (collectively, the "Other 1993 Transactions") which individually and in the aggregate are not significant. The Costar merger and the Unilab transaction are described in Notes 4 and 5, respectively. * The acquisition of the optical-fiber and optical-cable businesses of Northern Telecom Limited ("NTL") by Corning and Siecor Corporation ("Siecor") for $131 million in February 1994, the Vitro, S.A. ("Vitro") transaction completed in February 1994, the merger with Maryland Medical Laboratory, Inc. ("Maryland Medical") for 4.5 million Corning Common Shares in June 1994, and the merger with Nichols Institute ("Nichols") for 7.5 million Corning Common Shares and options to purchase approximately 1.1 million Corning Common Shares (collectively, the "Completed 1994 Transactions"). The NTL transaction completed in February 1994 has been accounted for as a purchase and the Maryland Medical and Nichols transactions will be accounted for as poolings of interests. The Vitro transaction is described in Note 6. The NTL transaction completed in February 1994 and the Vitro transaction were financed by the issuance of 8.0 million Corning Common Shares in February 1994. * The proposed acquisition of certain assets relating to the hardware and equipment components business of NTL by Siecor for $135 million and the proposed merger with Bioran Medical Laboratory ("Bioran") for approximately 6.0 million Corning Common Shares (collectively, the "Pending 1994 Transactions"). The NTL transaction will be accounted for as a purchase. The Bioran transaction will be accounted for as a pooling of interests. * The issuance (the "MIPS Offering") by Corning Delaware L.P. ("Corning Delaware") of $373.8 million aggregate principal amount of Convertible Monthly Income Preferred Securities (the "Preferred Securities") completed in July 1994 and the use of the net proceeds thereof by Corning to retire the indebtedness incurred in connection with the Damon transaction. The Unaudited Pro Forma Combined Statements of Income for the year ended January 2, 1994, and the twenty-four weeks ended June 19, 1994, assume that the Transactions had been completed on January 4, 1993. The Unaudited Pro Forma Combined Balance Sheet at June 19, 1994, assumes that the Transactions had been completed by that date. Corning's consolidated financial statements for periods prior to the pooling of interests transactions will not be restated since the acquisitions are not material to Corning's financial position or results of operations. The Unaudited Pro Forma Information gives effect only to the adjustments set forth in the accompanying notes and does not reflect any synergies anticipated by Corning's management as a result of these acquisitions. The Unaudited Pro Forma Information is not necessarily indicative of the results of operations or financial position which would have been achieved had the Transactions been completed as of the beginning of the earliest period presented, nor is it necessarily indicative of Corning's future results of operations or financial position. Corning has completed or has pending several business dispositions in 1994 which individually and in the aggregate are not significant to Corning's consolidated financial statements. As such, pro forma data on these transactions are not presented. The Unaudited Pro Forma Information should be read in conjunction with the historical financial statements of Corning and Damon. Damon's historical financial statements are included in Corning's Current Reports on Form 8-K dated August 4, 1993 and August 13, 1993. 4 CORNING UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME YEAR ENDED JANUARY 2, 1994 (In Millions, Except Per Share Amounts)
OTHER COMPLETED PENDING 1993 1994 1994 PRO FORMA CORNING DAMON TRANSACTIONS TRANSACTIONS TRANSACTIONS ADJUSTMENTS AS ADJUSTED (1) (2) (3) (4) (5) (6) (7) Revenues Net sales $4,004.8 $199.9 $146.1 $448.1 $173.4 $4,972.3 Royalty, interest and dividend income 29.9 29.9 Non-operating gains 4.2 4.2 4,038.9 199.9 146.1 448.1 173.4 5,006.4 Deductions Cost of sales 2,597.0 129.4 105.4 303.5 100.7 $ 22.5(a) 3,258.5 Selling, general and administrative expenses 774.0 58.1 23.1 107.2 32.9 995.3 Research and development expenses 173.1 2.2 6.0 4.1 185.4 Provision for restructuring and other special charges 207.0 16.0 (48.5)(b) 174.5 Interest expense 88.2 5.6 3.6 13.2 22.9(c) (17.9)(d) 115.6 Other, net 42.9 1.0 0.6 2.4 (0.3) (1.0)(e) 45.6 Income (loss) before taxes on income 156.7 5.8 11.2 (0.2) 36.0 22.0 231.5 Tax provision (benefit) 35.3 2.1 3.9 1.9 23.3(f) 66.5 Income (loss) before minority interest and equity earnings 121.4 3.7 7.3 (0.2) 34.1 (1.3) 165.0 Minority interest in earnings of subsidiaries (16.6) (2.2) (15.1) 3.1(g) (30.8) Dividends on convertible preferred securities of subsidiary (14.6)(h) (14.6) Equity in earnings (loss) of associated companies (120.0) 19.0 (101.0) Net Income (Loss) $ (15.2) $ 1.5 $ 7.3 $ 3.7 $ 34.1 $ (12.8) $ 18.6 Weighted Average Shares Outstanding 191.963 30.086(i) 222.049 Earnings Per Common Share: Net Income (Loss) $ (0.09) $ 0.07 (1)Represents the historical results of operations of Corning for the year ended January 2, 1994. (2)Represents the historical results of operations of Damon for the seven months ended July 31, 1993. (3)Represents the historical results of operations of the businesses involved in the Other 1993 Transactions through the respective acquisition dates. (4)Represents the historical results of operations of the businesses involved in the Completed 1994 Transactions for the year ended December 31, 1993. (5)Represents the historical results of operations of the businesses to be acquired in the Pending 1994 Transactions for the year ended December 31, 1993. (6)See Note 2 to the Unaudited Pro Forma Information--Statement of Income. (7)Reflects the results of operations of Corning on a pro forma basis assuming the Transactions had been completed on January 4, 1993.
5 CORNING UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME TWENTY-FOUR WEEKS ENDED JUNE 19, 1994 (In millions, except per share amounts)
COMPLETED PENDING 1994 1994 PRO FORMA CORNING (1) TRANSACTIONS(2) TRANSACTIONS (3) ADJUSTMENTS (4) AS ADJUSTED (5) Revenues Net sales $2,054.6 $190.4 $90.9 $2,335.9 Royalty, interest and dividend income 11.2 11.2 2,065.8 190.4 90.9 2,347.1 Deductions Cost of sales 1,318.2 126.8 52.5 $ 5.1(a) 1,502.6 Selling, general and administrative expenses 388.0 55.7 16.3 460.0 Research and development expenses 79.3 2.1 1.8 83.2 Provision for restructuring and other special charges 3.8 3.8 Interest expense 51.7 6.1 4.0(c) (5.8)(d) 56.0 Other, net 8.8 1.0 0.1 9.9 Income (loss) before taxes on income 219.8 (5.1) 20.2 (3.3) 231.6 Tax provision (benefit) 83.0 0.2 1.1 5.4(f) 89.7 Income (loss) before minority interest and equity earnings 136.8 (5.3) 19.1 (8.7) 141.9 Minority interest in earnings of subsidiaries (17.9) (0.3) 0.5(g) (17.7) Dividends on convertible preferred securities of subsidiary (6.7)(h) (6.7) Equity in earnings of associated companies 50.5 50.5 Net Income (Loss) $ 169.4 $ (5.6) $19.1 $ (14.9) $ 168.0 Weighted Average Shares Outstanding 204.286 18.995(i) 223.281 Earnings Per Common Share: Net Income $ 0.82 $ 0.75 (1)Represents the historical results of operations of Corning for the twenty-four weeks ended June 19, 1994. (2)Represents the historical results of operations of the businesses involved in the Completed 1994 Transactions through the earlier of June 19, 1994, or the respective acquisition dates. (3)Represents the historical results of operations of the businesses to be acquired in the Pending 1994 Transactions for the six months ended June 30, 1994. (4)See Note 2 to the Unaudited Pro Forma Information--Statement of Income. (5)Reflects the results of operations of Corning on a pro forma basis assuming the Corning Transactions had been completed on January 4, 1993.
6 CORNING UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET JUNE 19, 1994 (In millions)
COMPLETED PENDING 1994 1994 PRO FORMA CORNING (1) TRANSACTIONS (2) TRANSACTIONS (3) ADJUSTMENTS (4) AS ADJUSTED (5) Assets Current Assets Cash and short-term investments $ 121.0 $ 14.3 $ 0.3 $ (50.0)(j) $ 85.6 Receivables, net 845.6 52.3 10.5 908.4 Inventories 408.7 10.7 21.1 440.5 Deferred taxes on income and other current assets 224.3 7.2 0.7 232.2 Total Current Assets 1,599.6 84.5 32.6 $ (50.0) 1,666.7 Investments 676.6 676.6 Plant and Equipment, net 1,797.5 87.9 22.5 1,907.9 Goodwill and Intangibles, net 1,217.1 65.7 0.2 119.5(k) 1,402.5 Other Assets 330.3 1.8 332.1 $5,621.1 $239.9 $55.3 $ 69.5 $5,985.8 Liabilities and Stockholders' Equity Current Liabilities Loans payable $ 238.5 $ 60.7 $ 299.2 Accounts payable 143.4 20.2 $ 8.1 171.7 Other accrued liabilities 681.8 25.7 4.5 $ 9.0(l) 721.0 Total Current Liabilities 1,063.7 106.6 12.6 $ 9.0 1,191.9 Other Liabilities 665.9 9.3 675.2 Loans Payable Beyond One Year 1,605.6 36.6 (365.4)(m) 35.0(n) 1,311.8 Minority Interest in Subsidiary Companies 186.2 50.0(o) 236.2 Convertible Preferred Securities of Subsidiary 365.4(m) 365.4 Convertible Preferred Stock 25.0 25.0 Common Stockholders' Equity 2,074.7 87.4 42.7 (24.5)(p) 2,180.3 $5,621.1 $239.9 $55.3 $ 69.5 $5,985.8 (1)Represents the historical financial position of Corning at June 19, 1994. (2)Represents the historical financial position of the business involved in the Completed 1994 Transactions at June 30, 1994. (3)Represents the historical financial position of the businesses to be acquired in the Pending 1994 Transactions at June 30, 1994. (4)See Note 2 to Unaudited Pro Forma Information--Balance Sheet. (5)Reflects the financial position of Corning on a pro forma basis assuming the Corning Transactions had been completed by June 19, 1994.
7 CORNING Notes to Unaudited Pro Forma Combined Financial Information Note 1.--Basis of Presentation: The Unaudited Pro Forma Combined Statements of Income reflect Corning's results of operations for the year ended January 2, 1994, and the twenty-four weeks ended June 19, 1994, on a pro forma basis assuming the Transactions had been completed as of January 4, 1993. The Unaudited Pro Forma Combined Balance Sheet at June 19, 1994, assumes that the Transactions had been completed by that date. Corning's management believes that the assumptions used in preparing the Unaudited Pro Forma Information provide a reasonable basis for presenting all of the significant effects of the Transactions, that the pro forma adjustments give appropriate effect to those assumptions and that the pro forma adjustments are properly applied in the Unaudited Pro Forma Information. Note 2.--Pro Forma Adjustments: Statement of Income (a) The pro forma adjustment to cost of sales represents the increase in amortization of the excess of cost over fair value of tangible net assets acquired in the Damon transaction, the Other 1993 Transactions, the Completed 1994 Transactions, and the Pending 1994 Transactions of $6.5 million, $1.8 million, $6.0 million, and $8.2 million, respectively, for the year ended January 2, 1994, and $1.3 million and $3.8 million for the Completed 1994 Transactions and the Pending 1994 Transactions, respectively, for the twenty-four weeks ended June 19, 1994. The excess of cost over fair value of tangible net assets acquired in the Damon transaction is $603 million. The excess of cost over fair value of tangible net assets acquired has been allocated to goodwill with a life of forty years. Management believes that fair value approximates book value for all tangible assets acquired in the Damon transaction. Goodwill totaling $258 million and $190 million resulted from the Other 1993 Transactions and the Completed 1994 Transactions, respectively, and is being amortized over 25 to 40 years. Goodwill totaling $119.5 million is expected to result from the Pending 1994 Transactions and will be amortized over 15 years. (b) The pro forma adjustment represents the elimination of one-time restructuring costs of $40.6 million related to closing MetPath facilities as a result of the integration of Damon and MetPath and $7.9 million of Costar transaction costs recorded in Corning's results for the year ended January 2, 1994. (c) The pro forma adjustment to interest expense represents the interest on the debt incurred in connection with the Damon transaction, the Other 1993 Transactions, and the Pending 1994 Transactions of $11.9 million, $2.3 million, and $8.7 million, respectively, for the year ended January 2, 1994, and $4.0 million for the Pending 1994 Transactions for the twenty-four weeks ended June 19, 1994. The weighted average interest rate on the debt incurred in connection with the Damon transaction is 4.9% and on the Other 1993 Transactions ranges from 3.5% to 6.7%. The interest rate on the debt expected to be incurred in connection with the Pending 1994 Transactions is 8%. Corning financed the Damon acquisition and the refinancing of approximately $167 million of indebtedness of Damon under short-term financing agreements entered into with certain banks to effect this transaction. During the third quarter of 1993, Corning refinanced a portion of this short-term financing by issuing approximately $200 million of longer-term debt. During the fourth quarter of 1993, Corning extended the terms of the financing agreements to December 31, 1995. The pro forma adjustment to interest expense related to the Damon transaction is calculated as the weighted average of short-term and longer-term interest rates. (d) The pro forma adjustment to interest expense reflects the decrease in interest expense assuming the issuance by Corning Delaware on January 4, 1993, of $373.8 million of Preferred Securities pursuant to the MIPS Offering (net of $8.4 million of underwriting commissions and expenses), and the use of the net proceeds thereof by Corning to retire the indebtedness incurred in connection with the Damon transaction. (e) The pro forma adjustment represents the elimination of approximately $1 million of one-time costs incurred by Damon in connection with a terminated merger agreement with National Health Laboratories Incorporated which were charged to results of operations for the seven months ended July 31, 1993. (f) The pro forma adjustment to tax expense represents the tax effect of the adjustments detailed in notes (a), (b), (c), (d) and (e) above. In addition, tax expense has been adjusted to provide taxes on the income of one of the Completed 1994 Transactions and the Pending 1994 Transactions which were not reflected in the historical financial statements. These adjustments are calculated at Corning's historical effective tax rate. 8 (g) The pro forma adjustment to minority interest represents the applicable minority interest on the historical earnings and pro forma adjustments of the Other 1993 Transactions, the Completed 1994 Transactions, and the Pending 1994 Transactions. (h) The pro forma adjustment to dividends on convertible preferred securities of subsidiary represents the after-tax dividends payable on the $373.8 million of Preferred Securities pursuant to the MIPS Offering. (i) The pro forma adjustment to weighted average shares outstanding represents the issuance of 5.5 million shares to complete the Costar acquisition in September 1993, 20.0 million shares in conjunction with the Completed 1994 Transactions, and 6.0 million shares in conjunction with the Bioran transaction. Balance Sheet (j) The pro forma adjustment represents the cash used to fund a portion of the purchase price of one of the Pending 1994 Transactions. (k) The pro forma adjustment to goodwill represents the incremental goodwill arising from the Pending 1994 Transactions of $119.5 million. (l) The pro forma adjustment to other liabilities relates to reserves for integration costs of the Pending 1994 Transactions. (m) The pro forma adjustment to loans payable beyond one year and preferred securities of subsidiaries assumes the issuance on June 19, 1994, of $373.8 million of Preferred Securities pursuant to the MIPS Offering (net of $8.4 million of underwriting commissions and expenses), and the use of the net proceeds thereof by Corning to retire the indebtedness incurred in connection with the Damon transaction. (n) The pro forma adjustment to loans payable beyond one year represents a portion of the debt to be incurred to finance the Pending 1994 Transactions. (o) The pro forma adjustment to minority interest represents a capital contribution by a partner to finance one of the Pending 1994 Transactions. (p) The pro forma adjustment to common stockholders' equity represents the elimination of the net assets of the Pending 1994 Transactions accounted for using the purchase method of accounting. Note 3.--Earnings Per Share: Earnings per common share are computed by dividing net income less preferred dividends on Corning's Series B Preferred Stock by the weighted average of common shares outstanding during each period. Preferred dividends amounted to $2.1 million and $1.0 million during the year ended January 2, 1994, and the twenty-four weeks ended June 19, 1994, respectively. Note 4.--Costar Merger: In September 1993, Corning acquired all of the outstanding shares of common stock and options to purchase common stock of Costar for approximately 5.5 million Corning Common Shares and options to purchase approximately 300,000 Corning Common Shares. This acquisition has been accounted for as a pooling of interests. Corning's consolidated financial statements for periods prior to the acquisition have not been restated since the acquisition is not material to Corning's financial position or results of operations. Note 5.--Unilab Transaction: Corning, through a wholly owned subsidiary, owned 43% of Unilab. In November 1993, Corning acquired 100 percent of certain Unilab facilities in exchange for a majority of the Unilab shares owned by Corning, the assumption of approximately $70 million of Unilab debt and Corning's investment in J.S. Pathology PLC ("J.S. Pathology"). Corning retained a 12% equity investment in Unilab. Note 6.--Vitro Transaction: On January 2, 1992, Corning entered into an alliance with Vitro, by transferring 49% of its consumer-housewares businesses to Vitro, in exchange for 49% of Vitro's consumer-products businesses and approximately $137 million in cash. The alliance consisted of two jointly owned companies. Corning owned 51% of Corning Vitro Corporation ("Corning Vitro") and consolidated its financial statements and 49% of Vitro Corning, S.A. de C.V. ("Vitro Corning") and accounted for its investment under the equity method. In December 1993, Vitro and Corning reached an agreement whereby, in two separate transactions, Vitro purchased in December 1993, the shares of capital stock of Vitro Corning owned by Corning and Corning purchased 9 in February 1994 the shares of capital stock of Corning Vitro held by Vitro. The net cost to Corning of the two transactions was $131 million. Corning and Vitro are continuing their consumer products alliance through cross- distribution and supply agreements. 10 -----END PRIVACY-ENHANCED MESSAGE-----