<PAGE>
<PAGE>
Corning Incorporated
Corning, New York 14831
August 3, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Attn: Document Control--EDGAR
SUBJECT: Corning Incorporated Current Report on Form 8-K
Gentlemen:
Corning Incorporated ("Corning") is hereby filing, pursuant to the Securities
Exchange Act of 1934, Corning's Current Report on Form 8-K dated August 3,
1994.
If you should have any questions or comments concerning this filing, please
call me at 607/974-8404 or contact me through CompuServe at user ID 72741,206.
Very truly yours,
/s/ M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
<PAGE>
<PAGE>
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): August 3, 1994
CORNING INCORPORATED
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
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
Former name or former address, if changed since last report: N/A
</TABLE>
<PAGE>
<PAGE>
Item 5. Other Events
7.625% Debentures due August 1, 2024
In connection with the August 2, 1994 offering by Corning Incorporated
("Corning") of $100,000,000 aggregate principal amount of 7.625% Debentures
due August 1, 2024, attached as exhibits are the items listed in "Item
7--Financial Statements, Pro Forma Financial Information and Exhibits."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(1) Pricing Agreement dated July 26, 1994 between Corning Incorporated,
Goldman, Sachs & Co. and Lazard Freres & Co.
(4) (a) Form of 7.625% Debenture due August 1, 2024 of Corning Incorporated.
<PAGE>
<PAGE>
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/ M. Ann Gosnell
M. Ann Gosnell
Assistant Secretary
Date: August 3, 1994
<PAGE>
<PAGE>
CORNING INCORPORATED
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
1 Pricing Agreement dated as of July 26, 1994 between Corning Incorporated, Goldman, Sachs & Co.,
and Lazard Freres & Co.
4(a) Form of 7.625% Debenture due August 1, 2024 of Corning Incorporated.
</TABLE>
<PAGE>
<PAGE>
Pricing Agreement
Goldman, Sachs & Co.,
Lazard Freres & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
July 26, 1994
Dear Sirs:
Corning Incorporated (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated August 23,
1993 (the "Underwriting Agreement"), between the Company on the one hand and
Goldman, Sachs & Co. and Lazard Freres & Co. on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters"), the
Securities specified in Schedule II hereto (the "Designated Securities").
Each of the provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein except that Annex II to the Underwriting Agreement is replaced by
Annex II hereto; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty with respect
to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed
to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated
to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed, or in the case
of a supplement transmitted for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company.
Very truly yours,
/s/Sandra L. Helton
Sandra L. Helton
Senior Vice President and Treasurer
By:
Accepted as of the date hereof:
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
/s/ Lazard Freres & Co.
(Lazard Freres & Co.)
On behalf of each of the Underwriters
<PAGE>
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount
of Designated
Securities to be
Underwriter Purchased
<S> <C>
Goldman, Sachs & Co. $ 50,000,000
Lazard Freres & Co. 50,000,000
Total $ 100,000,000
</TABLE>
<PAGE>
<PAGE>
SCHEDULE II
Title of Designated Securities:
7.625% Debentures due August 1, 2024
Aggregate principal amount:
$100,000,000
Price to Public:
99.654% of the principal amount of the Designated Securities, plus accrued
interest from August 1, 1994
Purchase Price by Underwriters:
99.004% of the principal amount of the Designated Securities, plus accrued
interest from August 1, 1994
Specified Funds for Payment of Purchase Price:
New York Clearing House funds
Indenture:
Indenture, dated as of April 1, 1991, between the Company and United States
Trust Company of New York, as Trustee
Maturity:
August 1, 2024
Interest Rate:
7.625% per annum
Interest Payment Dates:
February 1 and August 1, commencing February 1, 1995.
Redemption Provisions:
The Designated Securities may not be redeemed at the option of the Company
prior to maturity. The registered holder of each Designated Security may
elect to have that Designated Security, 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
Sinking Fund Provisions:
No sinking fund provisions
Defeasance:
The defeasance provisions of Section 1302 and 1303 and Article Thirteen of
the Indenture shall apply to the Designated Securities in accordance with
Section 1301 of the Indenture.
Time of Delivery:
10:00 A.M., New York City time, August 2, 1994
Closing Location:
Sullivan & Cromwell, 250 Park Avenue, New York, New York 10177.
Names and Addresses of Representatives:
Designated Representatives:
Goldman, Sachs & Co.
Lazard Freres & Co.
<PAGE>
<PAGE>
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Registration Department
Securities Exchange:
No Listing
Other terms:
At the Time of Delivery, Arthur Andersen & Co. shall have furnished to the
Underwriters a letter, dated the date of the Time of Delivery, in form and
substance satisfactory to the Underwriters to the effect set forth in Annex
III hereto.
<PAGE>
<PAGE>
ANNEX II
[Form of letter of Price Waterhouse
to be delivered pursuant to Section 7(d)]
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall
furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the applicable
published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial forecasts
and/or pro forma financial information) examined by them and included or
incorporated by reference in the Registration Statement or the Prospectus
comply as to form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the related
published rules and regulations thereunder; and, if applicable, they have
made a review in accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited consolidated
interim financial statements, selected financial data, pro forma financial
information, financial forecasts and/or condensed financial statements
derived from audited financial statements of the Company for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been furnished to the representatives of the Underwriters (the
"Representatives");
(iii) They have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus as indicated
in their reports thereon copies of which have been separately furnished to
the Representative and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for financial
and accounting matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (vi)(A)(i) below comply as to
form in all material respects with the applicable accounting requirements of
the Act and the related published rules and regulations, nothing came to
their attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act and the
related published rules and regulations;
(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for
the five most recent fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's Annual Report on Form
10-K for the most recent fiscal year agrees with the corresponding amounts
(after restatement where applicable) in the audited consolidated financial
statements for such five fiscal years which were included or incorporated by
reference in the Company's Annual Reports on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the basis
of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused them to believe
that this information does not conform in all material respects with the
disclosure requirements of Items 301, 302 and 503(d) respectively, of
Regulation S-K;
(vi) On the basis of limited procedures, not constituting an examination in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information referred
to below, a reading of the latest available interim financial statements of
the Company and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus, inquiries
of officials of the Company and its subsidiaries responsible for financial
and accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused them to
believe that:
(A) (i) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or (ii) any material modifications
should be made to the unaudited consolidated statements of income,
consolidated balance sheet and consolidated statements of cash flows included
in the Prospectus or included in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus, for them to be in conformity
with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items
included in the Prospectus do not agree with the corresponding items in the
unaudited consolidated financial statements from which
such data and items were derived, and any such unaudited data and items were
not determined on a basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial statements
included or incorporated by reference in the Company's Annual Report on Form
10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in the
Prospectus but from which were derived the unaudited condensed financial
statements referred to in Clause (A) and any unaudited income statement data
and balance sheet items included in the Prospectus and referred to in Clause
(B) were not determined on a basis substantially consistent with the basis
for the audited financial statements included or incorporated by reference in
the Company's Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial statements
included or incorporated by reference in the Prospectus do not comply as to
form in all material respects with the applicable accounting requirements of
the Act and the published rules and regulations thereunder or the pro
forma adjustments have not been properly applied to the historical amounts in
the compilation of those statements;
(E) as of a specified date not more than five days prior to the date of
such letter, there have been any changes in the consolidated capital stock
(other than issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were outstanding on
the date of the latest balance sheet included or incorporated by reference in
the Prospectus), or any increase in the consolidated long-term debt of the
Company and its subsidiaries or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the latest
balance sheet included or incorporated by reference in the Prospectus, except
in each case for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in such letter;
and
(F) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the specified date
referred to in Clause (E) there were any decreases in consolidated net
revenue or other items specified by the Representatives, or any increases in
any items specified by the Representatives, in each case as compared with the
comparable period in the preceding year and with any other period of
corresponding length specified by the Representatives, except in each case
for increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii), (iv), (v) and (vi) above, they have carried out certain
specified procedures, not constituting an examination in accordance with
generally accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Representatives which
are derived from the general accounting records of the Company and its
subsidiaries, which appear in the Prospectus (excluding documents
incorporated by reference) or in Part II of, or in exhibits and schedules to,
the Registration Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the Representatives,
and have compared certain of such amounts, percentages and financial
information with the accounting records of the Company and its subsidiaries
and have found them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to refer to
the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered
on the date of the Underwriting Agreement and to the Prospectus as amended or
supplemented (including all documents incorporated by reference therein) for
the purposes of the letter delivered at each Time of Delivery.
<PAGE>
<PAGE>
ANNEX III
[Form of Letter of Arthur Andersen & Co.
to be delivered pursuant to the Pricing Agreement]
(i) They are independent certified public accountants with respect to Damon
Corporation ("Damon") and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable, financial
forecasts and/or pro forma financial information) examined by them and
included or incorporated by reference in the Prospectus or the Registration
Statement comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and
the related published rules and regulations thereunder; and, if applicable,
they have made a review in accordance with standards established by the
American Institute of Certified Public Accountants of the unaudited
consolidated interim financial statements, selected financial data, pro forma
financial information, financial forecasts and/or condensed financial
statements derived from audited financial statements of Damon for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been furnished to the Underwriter;
(iii) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of Damon for the
three most recent fiscal years included or incorporated by reference in the
Prospectus agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such three
fiscal years which were included or incorporated by reference in Damon's
Annual Reports on Form 10-K for such fiscal years;
(iv) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information referred
to below, a reading of the latest available interim financial statements of
Damon and its subsidiaries, inspection of the minute books of Damon and its
subsidiaries since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus, inquiries of
officials of Damon and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused them to
believe that:
(A)(i) the unaudited consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows of Damon included or
incorporated by reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the Exchange
Act as it applies to Form 10-Q and the related published rules and
regulations thereunder, or (ii) any material modifications should be made to
the unaudited condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows included or
incorporated by reference in the Prospectus, for them to be in conformity
with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet items of
Damon included in the Prospectus do not agree with the corresponding items in
the unaudited consolidated financial statements from which such data and
items were derived, and any such unaudited data and items were not determined
on a basis substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements of Damon included or
incorporated by reference in the Prospectus; and
(C) the unaudited financial statements of Damon which were not included in
the Prospectus but from which were derived any unaudited condensed financial
statements referred to in Clause (A) and any unaudited income statement data
and balance sheet items included in the Prospectus and referred to in Clause
(B) were not determined on a basis substantially consistent with the basis
for the audited consolidated financial statements of Damon included or
incorporated by reference in the Prospectus.
All references in this Annex III to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein)
as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Underwriting Agreement and to the Prospectus as
amended or supplemented (including all documents incorporated by reference
therein) for the purposes of the letter delivered at each Time of Delivery.
<PAGE>
<PAGE>
(CERTIFICATE)
REGISTERED REGISTERED
R $
CORNING INCORPORATED
7.625 % DEBENTURES DUE AUGUST 1, 2024
CUSIP 219350 AF 2
SEE REVERSE FOR CERTAIN DEFINITIONS
CORNING INCORPORATED, a corporation duly organized and existing under the laws
of New York (herein called the "Company",which term includes any successor
Person under the Indenture hereinafter referred to), for valued received,
hereby promises to pay to
7.625% 7.625%
DUE 2024 DUE 2024
,or registered assigns,
the principal sum of
DOLLARS,
on August 1, 2024 and to pay interest thereon from August 1, 1994 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for,semi-annually on February 1 and August 1 in each year, commencing
February 1,1995, at the rate of 7.625% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Dates for such interest, which shall be January 15 and July 15
(whether or not Business Days). Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date andmay either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
Authorized Signatory
(CORNING SEAL)
CORNING INCORPORATED
Attest:
(SIGNATURE)
Secretary
By:
(SIGNATURE)
Chairman of the Board
<PAGE>
<PAGE>
CORNING INCORPORATED
7.625% DEBENTURES DUE AUGUST 1, 2024
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in
one or more series under an Indenture, dated as of April 1, 1991 (herein
called the "Indenture"), between the Company and the United States Trust
Company of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate
principal amount to $100,000,000.
The securities of this series are not redeemable at the option of
the Company prior to maturity.
This Security is redeemable, in whole or in part, at the option of
the Holder, on August 1, 2004, at 100% of the principal amount to be
redeemed together with accrued interest to August 1, 2004. In order for
the Holder of this Security to exercise this option, the Holder of this
Security must deliver to the office or agency of the Company 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), either (i) this
Security with
the form entitled "Option to Require Redemption on August 1, 2004" on
the reverse of this Security duly completed or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America
setting forth (a) the name, address, and telephone number of the Holder
of this Security, (b) the principal amount of this Security and the
amount of this Security to be redeemed, (c) a statement that the option
to elect redemption is being exercised thereby, and (d) a guarantee
stating that the Company will receive this Security, with the form below
entitled "Option to Require Redemption on August 1, 2004" duly
completed, not later than five Business Days after the date of such
telegram, telex, facsimile transmission, or letter (and this Security
and form duly completed are received by the Company by such fifth
Business Day). 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 this Security for less than the entire
principal amount of this Security, 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 this Security for redemption will be
determined by the Company, whose determination will be final and
binding.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of the
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Security and (b) certain restrictive
covenants, in each case upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
of waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of
and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of
like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
OPTION TO REQUIRE REDEMPTION ON
AUGUST 1, 2004
The undersigned hereby irrevocably requests and instructs the
Company to redeem the within Security (or portion thereof specified
below) to the undersigned, at
(please print or typewrite name and address of the undersigned)
For this Security to be redeemed the Company must receive at
the office or agency of the Company in New York, New York, at or before
5:00 PM (New York City time) on July 1, 2004 (or, if such day is not a
Business Day, the next succeeding Business Day), but not earlier than
June 1, 2004, (i) this Security, with this "Option to Require Redemption
on August 1, 2004" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America
setting forth (a) the name, address, and telephone number of the Holder
of the Security, (b) the principal amount of the Security and the amount
of the Security to be redeemed, (c) a statement that the option to elect
redemption is being exercised thereby, and (d) a guarantee stating that
the Security to be redeemed with the form entitled "Option to Require
Redemption on August 1, 2004" on the reverse of the Security duly
completed will be received by the Company not later than five Business
Days after the date of such telegram, telex, facsimile transmission or
letter (and such Security and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within
Security is to be redeemed, specify the portion thereof (which shall be
an integral multiple of $1,000) which the Holder elects to have
redeemed:____________ ; and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess
thereof) of the Security or Securities to be issued to the Holder for
the portion of the within Security not being redeemed (in the absence of
any such specification, one such Security will be issued for the portion
not being redeemed): ___________________
Date: _____________________
_____________________________________________________________
Notice: The signature to this Option to Require Redemption on August 1,
2004 must correspond with the name as written upon the face of the
Security in every particular without alteration or enlargement or any
other change whatever.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face on this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM as tenants in common
UNIF GIFT MIN ACT - ................ Custodian ................
TEN ENT as tenants by the entireties
(Cust) (Minor)
JT TEN as joint tenants with right
under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
