<PAGE> 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
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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.
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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.
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<TABLE>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per Debenture............................ 99.654% .650% 99.004%
Total.................................... $99,654,000 $650,000 $99,004,000
</TABLE>
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(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.
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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.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 26, 1994.
<PAGE> 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
<PAGE> 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.
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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:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF DEBENTURES
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<S> <C>
Goldman, Sachs & Co.......................................... $ 50,000,000
Lazard Freres & Co........................................... 50,000,000
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$ 100,000,000
=============
</TABLE>
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.
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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.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
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
</TABLE>
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$100,000,000
CORNING INCORPORATED
7.625% DEBENTURES
DUE AUGUST 1, 2024
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PROSPECTUS SUPPLEMENT
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LAZARD FRERES & CO.
GOLDMAN, SACHS & CO.
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