UNITED STATES
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): November 26, 2012
Corning Incorporated
(Exact name of registrant as specified in its charter)
New York | 1-3247 | 16-0393470 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
One Riverfront Plaza, Corning, New York | 14831 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 607-974-9000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On November 27, 2012, Corning Incorporated (the Company) issued a press release announcing the expiration and results of its previously announced cash tender offer for certain debentures (the Tender Offer). The press release is filed as exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release November 27, 2012, issued by the Company to announce the expiration and results of its Tender Offer. |
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 hereunto duly authorized.
Corning Incorporated | ||||||
November 27, 2012 | By: | /s/ DENISE A. HAUSELT | ||||
Name: DENISE A. HAUSELT | ||||||
Title: Vice President, Secretary and Assistant General Counsel |
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Corning Incorporated | |
www.corning.com |
News Release
FOR RELEASE NOVEMBER 27, 2012
Corning Announces Expiration and Results of Cash Tender Offer
CORNING, N.Y. Corning Incorporated (NYSE:GLW) announced today that its cash tender offer relating to an aggregate principal amount of $75,000,000 of debentures expired at 11:59 p.m., New York City time, on Monday, November 26. According to information provided by D.F. King & Co., Inc., the depositary for the tender offer, $74,736,000 in aggregate principal amount of debentures subject to the cash tender offer were validly tendered and not validly withdrawn before the expiration date. The tendered debentures are set forth below:
Title of Security |
Acceptance Priority Level |
Aggregate Principal Amount Outstanding |
Principal Amount Tendered |
Approximate Percentage of Outstanding Amount Tendered |
||||||||||||
8.875% Debentures due August 15, 2021 |
1 | $ | 75,000,000 | $ | 13,095,000 | 17.46 | % | |||||||||
8.875% Debentures due March 15, 2016 |
2 | $ | 75,000,000 | $ | 10,729,000 | 14.31 | % | |||||||||
6.75% Debentures due September 15, 2013 |
3 | $ | 100,000,000 | $ | 50,912,000 | 50.88 | % | |||||||||
|
|
|
|
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Aggregate Total Tender Offer Debentures(1) |
$ | 250,000,000 | $ | 74,736,000 | 29.89 | % |
(1) | The maximum aggregate principal amount of debentures Corning offered to purchase was $75,000,000. |
Corning has accepted for purchase all of the debentures tendered, as noted above.
Corning expects to make payment for all debentures accepted for purchase, including payment of accrued but unpaid interest on the purchased debentures, in same-day funds on Tuesday, Nov. 27, 2012.
J.P. Morgan Securities LLC served as dealer manager for the tender offer. D.F. King & Co., Inc. served as depositary and information agent for the tender offer. The Colbent Corporation served as certificated notes depositary for debentures tendered by physical delivery.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which are based on current expectations and assumptions about Cornings financial results and business operations, that involve substantial risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include: the effect of global political, economic and business conditions; conditions in the financial and credit markets; currency fluctuations; tax rates; product demand and industry capacity; competition; reliance on a concentrated customer base; manufacturing efficiencies; cost reductions; availability of critical components and materials; new product commercialization; pricing fluctuations and changes in the mix of sales between
premium and non-premium products; new plant start-up or restructuring costs; possible disruption in commercial activities due to terrorist activity, armed conflict, political or financial instability, natural disasters, adverse weather conditions, or major health concerns; adequacy of insurance; equity company activities; acquisition and divestiture activities; the level of excess or obsolete inventory; the rate of technology change; the ability to enforce patents; product and components performance issues; retention of key personnel; stock price fluctuations; and adverse litigation or regulatory developments. These and other risk factors are detailed in Cornings 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.
About Corning Incorporated
Corning Incorporated (www.corning.com) is the world leader in specialty glass and ceramics. Drawing on more than 160 years of materials science and process engineering knowledge, Corning creates and makes keystone components that enable high-technology systems for consumer electronics, mobile emissions control, telecommunications and life sciences. Our products include glass substrates for LCD televisions, computer monitors and laptops; ceramic substrates and filters for mobile emission control systems; optical fiber, cable, hardware & equipment for telecommunications networks; optical biosensors for drug discovery; and other advanced optics and specialty glass solutions for a number of industries including semiconductor, aerospace, defense, astronomy, and metrology.
Media Relations Contact: | Investor Relations Contact: | |
M. Elizabeth Dann | Ann H. S. Nicholson | |
(607) 974-4989 | (607) 974-6716 | |
dannme@corning.com | nicholsoas@corning.com |
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