6,188,151 shares
Corning Incorporated
Common Stock
($.50 par value)
The Company's Common Stock is listed
on the New York Stock Exchange
This Prospectus relates to 6,188,151 presently outstanding shares of Common
Stock, $.50 par value (the "Common Stock"), of Corning Incorporated, a New
York corporation ("Corning" or the "Company"), which may be offered from time
to time by certain stockholders of the Company as identified herein under
"Selling Stockholders." The term "Shares" as used herein includes the shares
of Common Stock held by the Selling Stockholders. The distribution of the
Shares by the Selling Stockholders may be effected from time to time by
underwriters who may be selected by the Selling Stockholders and one or more
other broker-dealers, in one or more transactions (which may involve crosses
and block transactions) on the New York Stock Exchange or other stock
exchanges, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of such exchanges,
in the over-the-counter market, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. On January 19, 1995, the
closing price of the Common Stock on the New York Stock Exchange was $32.625.
None of the proceeds from the sale of the Shares will be received by the
Company. The Company has agreed to indemnify the Selling Stockholders,
underwriters who may be selected by the Selling Stockholders and certain
other persons against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See "Plan of
Distribution" and "Selling Stockholders."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 20, 1995.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus in connection with the offering described herein, and, if
given or made, such other information or representations must not be relied
upon as having been authorized by the Company, the Selling Stockholders or
any Underwriter. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any securities other than those specifically
offered hereby or any securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make an offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
--------
<S> <C>
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 3
Selling Stockholders 4
Description of Common Stock 5
Plan of Distribution 9
Legal Opinions 9
Experts 9
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information and the Registration Statement referred to below may be
inspected at the Commission's public reference facilities, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as the following regional
offices: 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, 14th Floor, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such reports, proxy statements and other information concerning the
Company and such Registration Statement may also be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005, upon which Exchange certain securities of the Company are listed.
This Prospectus constitutes a part of the Registration Statement with respect
to the Shares filed by the Company with the Commission under the Securities
Act. This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the Shares. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and
in each instance reference is made to the copy of such document filed with
the Commission. Each such statement is qualified in its entirety by such
reference.
Corning's By-Laws provide that Corning shall indemnify each of its directors
and officers against all costs and expenses actually and reasonably incurred
by him or her in connection with the defense of any claim, action, suit or
proceeding against him or her by reason of his or her being or having been a
director or officer of Corning to the full extent permitted by, and
consistent with, the Business Corporation Law of the State of New York.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers or persons controlling Corning pursuant to
the foregoing provisions, Corning has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(File No. 1-3247) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1994, filed pursuant to Section 13(a) of the Exchange Act.
2. All other reports filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of said Act since January 2, 1994, consisting of the Company's
Quarterly Reports on Form 10-Q for the twelve, twenty-four and forty weeks
ended March 27, 1994, June 19, 1994, and October 9, 1994, respectively; the
Company's Current Reports on Form 8-K dated January 24, 1994, April 6, 1994,
June 28, 1994, July 26, 1994, August 3, 1994, August 31, 1994, September 29,
1994, October 18, 1994, October 24, 1994 and December 12, 1994 respectively;
and the Company's Current Report on Form 8-KA dated December 12, 1994.
3. The Company's Current Reports on Form 8-K dated August 4, 1993 and
August 13, 1993, which include certain historical financial statements of
Damon Corporation.
4. The registration statement on Form 8-A filed by the Company on July 8,
1986 which contains a description of the Company's Preferred Share Purchase
Rights Plan and the amendment thereto on Form 8 filed by the Company on
October 9, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of this offering of Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be
a part hereof from the dates of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference herein, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents. Such request should be directed to the Secretary, Corning
Incorporated, One Riverfront Plaza, Corning, New York 14831; telephone (607)
974-9000.
IN CONNECTION WITH THIS OFFERING, UNDERWRITERS ACTING ON BEHALF OF THE
SELLING STOCKHOLDERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING MAY TAKE PLACE IN CONNECTION WITH THE OFFERING OF ANY OF THE
SHARES OFFERED HEREBY OTHER THAN AT THE MARKET AND, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
THE COMPANY
Corning Incorporated traces its origin to a glass business established by the
Houghton family in 1851. The present corporation was incorporated in the
State of New York in December 1936, and its name was changed from Corning
Glass Works to Corning Incorporated on April 28, 1989.
Corning competes in four broadly-based business segments: specialty
materials, communications, laboratory services and consumer products. Corning
is engaged directly or through subsidiaries and affiliates principally in the
manufacture and sale of products made from specialty glasses and related
inorganic materials having special properties of chemical stability,
electrical resistance, heat resistance, light transmission and mechanical
strength. In addition, Corning, through subsidiaries and affiliates, engages
in laboratory services businesses, including life and environmental sciences
and clinical-laboratory testing.
Corning's executive offices are located at One Riverfront Plaza, Corning, New
York 14831, telephone (607) 974-9000.
Other information concerning Corning's business, securities and financial
condition is incorporated by reference from its reports filed with the
Commission. See "Incorporation of Certain Documents by Reference."
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders listed in the table below have indicated that they wish
to be in a position to sell all of the Shares set forth below. The number of
Shares which may actually be sold by the Selling Stockholders will be determined
from time to time by the Selling Stockholders and will depend on a number of
factors, including the price of the Company's Common Stock from time to time.
The table sets forth information concerning the beneficial ownership of the
Shares by the Selling Stockholders. All information as to the beneficial
ownership prior to this offering has been furnished by the respective Selling
Stockholders.
<TABLE>
<CAPTION>
Shares
Shares Shares Which May
Presently Which May Be Owned
Name Owned Be Sold After Sale
- ------------------------------------------------------------- ----------- ----------- --------------
<S> <C> <C> <C>
J.R. Fennell Limited Partnership 5,764,706 5,764,706 -0-
Massachusetts College of Pharmacy 12,500 12,500 -0-
Roman Catholic Archbishop of Boston 6,250 6,250 -0-
S.A. Fennell Limited Partnership 177,514 177,514 -0-
</TABLE>
The Shares owned by the Selling Stockholders as set forth above were acquired
directly or indirectly as the result of the acquisition of Moran Research Labs,
a Massachusetts business trust doing business as Bioran Medical Laboratory
("Bioran"), by Corning on October 9, 1994, pursuant to the Acquisition Agreement
and Plan of Reorganization dated as of September 8, 1994 between the Company,
Bioran, the stockholders of Bioran and S. A. Fennell Limited Partnership, a
Massachusetts limited partnership. A portion of such Shares are being held in
escrow for a period of twelve months. Prior to the acquisition, J. Richard
Fennell, Ph.D. was the trustee, President and Clerk of Bioran. Bioran
subsequently merged into Corning Bioran Inc., a newly organized subsidiary of
Bioran. J. Richard Fennell is currently the President of Corning Bioran Inc.
The Shares owned by the Selling Stockholders as set forth below were acquired
as the result of the acquisition of Medical Reference Laboratories, Inc., a
Montana commercial laboratory ("Medlabs"), by Corning on December 1, 1994,
pursuant to the Acquisition Agreement dated as of December 1, 1994 between
the Company, MRL NuCor, Inc., Medlabs and the stockholders of Medlabs. A
portion of such Shares are being held for a period of twelve months. Prior to
the acquisition, and following the acquisition, the officers of Medlabs
included the following Selling Stockholders: Scott K. Steinfeldt, President
and Hoyle E. Setzer, Secretary.
<TABLE>
<CAPTION>
Shares
Shares Shares Which May
Presently Which May Be Owned
Name Owned Be Sold After Sale
- ------------------------------------------------ ---------- ---------- --------------
<S> <C> <C> <C>
Saint Vincent Hospital and Health Care Center 87,377 87,377 -0-
Hoyle E. Setzer 43,689 43,689 -0-
Paul W. Holley 43,689 43,689 -0-
Virgil Minden 34,951 34,951 -0-
Scott K. Steinfeldt 17,475 17,475 -0-
</TABLE>
<PAGE>
DESCRIPTION OF CORNING CAPITAL STOCK
General
The following is a brief summary of certain provisions of the Restated
Certificate of Incorporation of Corning (the "Restated Certificate") and does
not relate to or give effect to provisions of statutory or other law except
as specifically stated. The Restated Certificate authorizes the issuance of
500,000,000 shares of Corning Common Stock. As of November 4, 1994,
227,542,353 shares of Corning Common Stock were outstanding. The rights of
holders of Corning Common Stock are governed by the Restated Certificate,
Corning's By-Laws and by the New York Business Corporation Law (the "NYBCL").
Voting Rights
Subject to the voting of any shares of Series Preferred Stock (as defined
below) that may be outstanding, voting power is vested in Corning Common
Stock, each share having one vote.
Preemptive Rights
The Restated Certificate provides that no holder of Corning Common Stock or
Series Preferred Stock shall have any preemptive rights except as the Board
of Directors of Corning (the "Corning Board") may determine from time to
time. No such rights have been granted by the Corning Board.
Corning Common Stock
Liquidation Rights. Subject to the preferential rights of any outstanding
Series Preferred Stock, in the event of any liquidation of Corning, holders
of Corning Common Stock then outstanding are entitled to share ratably in the
assets of Corning available for distribution to such holders.
Dividend Rights and Restrictions. Subject to any preferential rights of any
outstanding Series Preferred Stock and any outstanding preferred securities
of Corning, such dividends as may be determined by the Corning Board may be
declared and paid on Corning Common Stock from time to time out of any funds
legally available therefor. Corning has regularly paid cash dividends since
1881 and currently expects to continue to pay cash dividends. Corning's
current quarterly cash dividend is $.17 per share of Corning Common Stock.
The continued declaration of dividends by the Corning Board is subject to,
among other things, Corning's current and prospective earnings, financial
condition and capital requirements and such other factors as the Corning
Board may deem relevant.
Other Provisions. Corning Common Stock has no redemption, sinking fund or
conversion privileges applicable thereto and holders of Corning Common Stock
are not liable to assessments or to further call.
MIPS Offering
On July 21, 1994 Corning and Corning Delaware, L.P., a Delaware special
purpose limited partnership in which Corning is the sole general partner,
completed the offering (the "MIPS Offering") of $373.8 million aggregate
principal amount of 6% Convertible Monthly Income Preferred Securities (the
"Preferred Securities") of Corning Delaware.
Dividends on the Preferred Securities will be cumulative and will be payable
monthly at an annual rate of six percent. In certain circumstances, holders
of the Preferred Securities, voting as a class or by written consent, may
cause the exchange of the Preferred Securities for shares of Corning's Series
C Preferred Stock (herein defined), at a rate of one share of Series C
Preferred Stock for every two Preferred Securities. Each Preferred Security
is convertible at the option of the holder into Corning Common Stock at the
rate of 1.2821 shares of Corning Common Stock for each Preferred Security
(equivalent to a conversion price of $39.00 per share of Corning Common
Stock), subject to adjustment in certain circumstances. From time to time
after four years from the date of issuance, the Preferred Securities will be
redeemable, at the option of Corning Delaware, in whole or in part, for cash
at stated redemption prices. The Preferred Securities are subject to
mandatory redemption on the 30th anniversary of the date of original issuance
at a redemption price of $50 per Preferred Security together with accumulated
and unpaid dividends (whether or not earned or declared). Holders of the
Preferred Securities do not have any voting rights, except in certain
instances of default.
Series Preferred Stock
The Restated Certificate authorizes the issuance of up to 10,000,000 shares
of Series Preferred Stock, par value $100 per share (the "Series Preferred
Stock"). The Corning Board has the authority to issue such shares from time
to time, without stockholder approval, and the authority to determine the des-
<PAGE>
ignations, preferences, rights, including voting rights, and restrictions of
such shares, subject to the NYBCL. Pursuant to this authority, the Corning
Board has designated 600,000 shares of Series Preferred Stock as Series A
Preferred Stock, 316,822 shares of Series Preferred Stock as Series B
Preferred Stock (the "Series B Preferred Stock"), and 4,683,710 shares of
Series Preferred Stock as Series C 6% Cumulative Convertible Preferred Stock
(the "Series C Preferred Stock"). No other class of Series Preferred Stock
has been designated by the Corning Board.
Series B Preferred Stock
Cumulative cash dividends at the rate of 8% per annum are payable on shares
of the Series B Preferred Stock that have been issued. Corning has regularly
paid dividends on the Series B Preferred Stock. No dividends may be paid or
declared on the Series A Preferred Stock or Corning Common Stock unless all
dividends for all prior dividend periods have been paid or declared on the
Series B Preferred Stock, the Series C Preferred Stock and the Preferred
Securities.
Holders of Series B Preferred Stock are entitled to vote, voting together
with Corning Common Stock and not as a separate class, on all matters
submitted to holders of Corning Common Stock, each share of Series B
Preferred Stock having four votes, subject to adjustment.
Holders of Series B Preferred Stock have no preemptive rights. In the event
of a liquidation, dissolution or winding-up of Corning, holders of Series B
Preferred Stock shall be entitled to receive a distribution in the amount of
$100 per share, plus accrued and unpaid dividends, before any distribution on
Corning Common Stock or Series A Preferred Stock.
The Series B preferred Stock is redeemable, in whole or in part, at the
election of Corning, at any time, at the following redemption prices per
share:
<TABLE>
<CAPTION>
During the Twelve-Month Price Per
Period Beginning October 1, Share
- ----------------------------- ------------
<S> <C>
1993 $104.00
1994 $103.00
1995 $102.00
1996 $101.00
</TABLE>
and thereafter at $100.00 per share plus, in each case, accrued and unpaid
dividends.
The Series B Preferred Stock is subject to redemption, at the option of the
holder, at any time upon five business days' notice, at a redemption price
equal to $100.00 plus accrued and unpaid dividends, if the proceeds are
necessary (i) to make a distribution pursuant to an investment election made
under the employee benefit plan or (ii) to satisfy any indebtedness to which
the employee benefit plan is subject, provided that such payment is necessary
to remedy or prevent a default under such indebtedness.
Corning, at its option, may make payment of the redemption price required
upon redemption of shares of Series B Preferred Stock in cash or in Corning
Common Stock, or in any combination of such shares and cash.
The Series B Preferred Stock is convertible at the option of the holder, at
any time, into Corning Common Stock at a conversion price of $25.00 per share
of Corning Common Stock, each share of Series B Preferred Stock being valued
at $100 for the purpose of such conversion, producing a conversion ratio
equal to four shares of Corning Common Stock for each share of Series B
Preferred Stock so converted, subject to certain adjustments to prevent
dilution.
Series C Preferred Stock
In certain circumstances, the holders of a majority of the aggregate
liquidation preference of the Preferred Securities then outstanding, voting
as a class or by written consent, may cause the exchange of the Preferred
Securities for Series C Preferred Stock at a rate of one share of Series C
Preferred Stock for every two Preferred Securities.
The terms of the Series C Preferred Stock are substantially similar to those
of the Preferred Securities except that, among other differences, (i) in
certain events of default, the number of directors of Corning shall be
increased by two persons and the holders of the Series C Preferred Stock will
be entitled to elect the persons to fill such positions and (ii) the Series C
Preferred Stock will not be subject to mandatory redemption.
<PAGE>
The Series C Preferred Stock ranks senior to the Corning Common Stock and the
Series A Preferred Stock with respect to the payment of dividends and amounts
on liquidation, dissolution and winding-up. In the event of a voluntary or
involuntary bankruptcy, liquidation, dissolution or winding-up of Corning,
the holders of Series C Preferred Stock are entitled to receive out of the
net assets of Corning, but before any distribution is made on any class of
securities ranking junior to the Series C Preferred Stock, $100.00 per share
in cash plus accumulated and unpaid dividends (whether or not earned or
declared) to the date of final distribution to such holders.
Preferred Share Purchase Rights
Attached to each share of Corning Common Stock is one Right, which entitles
the registered holder to purchase from Corning one four-hundredth of a share
of Series A Preferred Stock at a price of $62.50 per one four-hundredth of a
share of Series A Preferred Stock (the "Exercise Price"), subject to
adjustment. The Rights expire on July 15, 1996 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed by Corning.
The Rights represented by the certificates for Corning Common Stock are not
exercisable, and are not transferable apart from the Corning Common Stock
until the earlier of (i) ten days following the public announcement by
Corning or an Acquiring Person (as defined below) that a person or group has
acquired beneficial ownership of 20% or more of the Corning Common Stock (an
"Acquiring Person") or (ii) ten business days (or such later date as the
Corning Board may determine) after the commencement or first public
announcement of a tender or exchange offer that would result in a person or
group beneficially owning 20% or more of the Corning Common Stock (the
earlier of such dates being called the "Distribution Date"). Separate
certificates for the Rights will be mailed to holders of record of Corning
Common Stock as of such date. The Rights could then begin trading separately
from Corning Common Stock.
Generally, in the event that a person or group becomes an Acquiring Person,
each Right, other than the Rights owned by the Acquiring Person, will
thereafter entitle the holder to receive, upon exercise of the Right, Corning
Common Stock having a value equal to two times the Exercise Price of the
Right. In the event that Corning is acquired in a merger, consolidation, or
other business combination transaction or more than 50% of Corning's assets,
cash flow or earning power is sold or transferred, each Right, other than the
Rights owned by an Acquiring Person, will thereafter entitle the holder
thereof to receive, upon the exercise of the Right, common stock of the
surviving corporation having a value equal to two times the Exercise Price of
the Right.
The Rights are redeemable in whole, but not in part, at $0.125 per Right at
any time on or prior to any person or group becoming an Acquiring Person. The
right to exercise the Rights terminates at the time that the Corning Board
elects to redeem the Rights. Notice of redemption shall be given by mailing
such notice to the registered holders of the Rights. At no time will the
Rights have any voting rights. The Rights Agent is Harris Trust and Savings
Bank (the "Rights Agent").
The exercise price payable, and the number of shares of Series A Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the shares of Series A Preferred Stock, (ii) upon the
grant to holders of the shares of Series A Preferred Stock of certain rights
or warrants to subscribe for or purchase shares of Series A Preferred Stock
at a price, or securities convertible into shares of Series A Preferred Stock
with a conversion price, less than the then current market price of the
shares of Series A Preferred Stock or (iii) upon the distribution to holders
of the shares of Series A Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in shares of Series A Preferred Stock)
or of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one four-hundredths of a
share of Series A Preferred Stock issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of, or stock
dividend on, or subdivision, consolidation or combination of, Corning Common
Stock prior to the Distribution Date. With certain exceptions, no adjustment
in the exercise price will be required until cumulative adjustments require
an adjustment of at least 1% in such exercise price.
Upon exercise of the Rights, no fractional shares of Series A Preferred Stock
will be issued (other than fractions which are integral multiples of one
four-hundredth of a share, which may, at the election of Corning, be
evidenced by depositary receipts) and in lieu thereof an adjustment in cash
will be made.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire Corning on
terms not approved by the Corning Board, except pursuant
<PAGE>
to an offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Corning Board since the Rights may be redeemed by Corning at
$.125 per Right prior to the fifteenth day after the acquisition by a person
or group of beneficial ownership of 20% or more of the Corning Common Stock
(subject to certain exceptions).
The shares of Series A Preferred Stock purchasable upon exercise of the
Rights will rank junior to all other series of Corning's preferred stock
(including the Series B and Series C Preferred Stock) or any similar stock
that specifically provides that they shall rank prior to the shares of Series
A Preferred Stock. The shares of Series A Preferred Stock will be
nonredeemable. Each share of Series A Preferred Stock will be entitled to a
minimum preferential quarterly dividend of $10.00 per share, but will be
entitled to an aggregate dividend of 100 times the dividend declared per
share of Corning Common Stock. In the event of liquidation, the holders of
the shares of Series A Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share, but will be entitled to
an aggregate payment of 100 times the payment made per share of Corning
Common Stock. Each share of Series A Preferred Stock will have 100 votes,
voting together with the Corning Common Stock. In the event of any merger,
consolidation or other transaction in which Corning Common Stock is
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount and type of consideration received per share of Corning
Common Stock. These rights are protected by customary antidilution
provisions. Because of the nature of the Series A Preferred Stock's dividend,
liquidation and voting rights, the value of the interest in a share of Series
A Preferred Stock purchasable upon the exercise of each Right should
approximate the value of one share of Corning Common Stock.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the description of the Rights
contained in the Rights Agreement, dated as of July 2, 1986 between Corning
and the Rights Agent, as amended by the Amended Rights Agreement, dated as of
October 4, 1989, which has been previously filed with the Commission.
Corning's Fair Price Amendment
In 1985 Corning's stockholders adopted an amendment (the "Fair Price
Amendment") to the Restated Certificate that, in general, requires the
approval by the holders of at least 80% of the voting power of the
outstanding capital stock of Corning (other than the Series C Preferred
Stock) entitled to vote generally in the election of directors (the "Corning
Voting Stock") as a condition for mergers and certain other business
combinations with any beneficial owner of more than 10% of such voting power
unless (1) the transaction is approved by at least a majority of the
Continuing Directors (as defined in the Restated Certificate) or (2) certain
minimum price, form of consideration and procedural requirements are met.
Certain terms used herein are defined in the Restated Certificate.
Amendment or repeal of this provision or the adoption of any provision
inconsistent therewith would require the affirmative vote of at least 80% of
the Corning Voting Stock unless the proposed amendment or repeal or the
adoption of the inconsistent provisions were approved by two-thirds of the
entire Corning Board and a majority of the Continuing Directors.
Certain Other Provisions of Corning's Restated Certificate and By-Laws
In addition to the Preferred Share Purchase Rights and the Fair Price
Amendment, the Restated Certificate and By-Laws contain other provisions that
may discourage a third party from seeking to acquire Corning or to commence a
proxy contest or other takeover-related action. Corning has classified its
Board such that one-third of the Corning Board is elected each year to
three-year terms of office. In addition, holders of Corning Common Stock may
remove a Director from office at any time prior to the expiration of his or
her term only with cause and by vote of a majority of holders of Corning
Common Stock outstanding. These provisions, together with provisions
concerning the size of the Corning Board and requiring that premature
vacancies on the Corning Board be filled only by a majority of the entire
Corning Board, may not be amended, altered or repealed, nor may Corning adopt
any provisions inconsistent therewith, without the affirmative vote of at
least 80% of the Corning Voting Stock of Corning or the approval of two-
thirds of the entire Corning Board.
Corning's By-Laws contain certain procedural requirements with respect to the
nomination of directors by stockholders that require, among other things,
delivery of notice by such stockholders to the Secretary of Corning not later
than 60 days nor more than 90 days prior to the date of the stockholders
meeting at which such nomination is to be considered. The Corning By-Laws do
not provide that a meeting of the Corning Board may be called by
stockholders.
<PAGE>
The Restated Certificate provides that no director will be liable to Corning
or its stockholders for a breach of duty as a director except as provided by
the NYBCL.
The effect of these provisions may be to deter attempts either to obtain
control of Corning or to acquire a substantial amount of its stock, even if
such a proposed transaction were at a significant premium over the
then-prevailing market value of the Corning Common Stock, or to deter
attempts to remove the Corning Board and management of Corning, even though
some or a majority of the holders of Corning Common Stock may believe such
actions to be beneficial.
PLAN OF DISTRIBUTION
The Shares are being sold by the Selling Stockholders for their own accounts.
Except for the following limited circumstance, Corning will receive none of
the proceeds from the offering. For the purpose of securing the
indemnification obligations of the Selling Stockholders to the Company set
forth in the Agreement, a portion of the Shares are and will be held in
escrow until no later than December 1, 1995.
The Shares may be sold from time to time directly by the Selling
Stockholders. In the alternative, the distribution of the Shares by the
Selling Stockholders may be effected from time to time by underwriters who
may be selected by the Selling Stockholders and one or more other
broker-dealers, in one or more transactions (which may involve crosses and
block transactions) on the New York Stock Exchange or other exchanges, in
special offerings, exchange distributions or secondary distributions pursuant
to and in accordance with the rules of such exchanges, in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices prevailing at time of sale, at prices related to such prevailing
market prices or at negotiated prices. In the event that such underwriters or
broker-dealers agree to sell the Shares, they may do so by purchasing the
Shares as principals or by selling the Shares as agents for the Selling
Stockholders. Underwriters selected by the Selling Stockholders, and any such
other broker-dealer, may receive compensation from the Selling Stockholders
in the form of underwriting discounts, concessions or commissions and may
receive commissions from purchasers of the Shares for who they may act as
agents. If underwriters who may be selected by the Selling Stockholders, and
any such other broker- dealer, purchase the Shares as principals, they may
effect resales of the Shares from time to time to or through other
broker-dealers, and such other broker-dealers may receive compensation in the
form of concessions or commissions from the Selling Stockholders or
purchasers of Shares for whom they may act as agents. Corning has agreed to
indemnify the Selling Stockholders, against certain liabilities, including
liabilities under the Securities Act, and to pay the expenses of registering
the Shares for offering and sale to the public under the Securities Act.
Information as to whether underwriters who may be selected by the Selling
Stockholders, or any other broker-dealer, is acting as principal or agent for
the Selling Stockholders, the compensation to be received by underwriters who
may be selected by the Selling Stockholders, or any broker-dealer, acting as
principal or agent for the Selling Stockholders and the compensation to be
received by other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will be
disclosed in a prospectus filed pursuant to Rule 424(b) under the Securities
Act, or in a supplement to this prospectus filed pursuant to Rule 424(c) of
the Securities Act to the extent required.
The Company has agreed with the Selling Stockholders to maintain the
continuous effectiveness of the Registration Statement (of which this
Prospectus is a part) during the period commencing on the date the
Registration Statement is declared effective and ending on the second
anniversary of the effective date of the Registration Statement or such
shorter period which will terminate when all the Shares have been sold
pursuant to the Registration Statement.
LEGAL OPINIONS
The validity of the shares of Corning Common Stock offered hereby is being
passed on for the Company by William C. Ughetta, Esq., Senior Vice President
and General Counsel of Corning. Mr. Ughetta owns substantially less than 1%
of the outstanding shares of Corning Common Stock.
EXPERTS
The consolidated financial statements of the Company and of Dow Corning
Corporation incorporated in this Prospectus by reference to Corning's 1993
Annual Report on Form 10-K for the year ended January 2, 1994, have been so
incorporated in reliance on the reports of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
<PAGE>
The consolidated financial statements of Damon Corporation, as of December
31, 1992 and 1991, and for each of the three years ended December 31, 1992,
incorporated by reference in this Prospectus by reference to Corning's
Current Report on Form 8-K dated August 4, 1993 have been so incorporated in
reliance on the report of Arthur Andersen LLP, independent public
accountants, given on the authority of said firm as experts in accounting and
auditing.
The financial statements of Bioran as of and for the year ended December 31,
1993 incorporated in this Prospectus by reference to Corning's Current Report
on Form 8-KA dated December 12, 1994 have been so incorporated in reliance on
the report of Leverone & Company, certified public accountants, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus in connection with the offering described herein, and, if
given or made, such other information or representations must not be relied
upon as having been authorized by the Company, the Selling Stockholders or
any Underwriter. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any securities other than those specifically
offered hereby or any securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make an offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information 2
Incorporation of Certain
Documents by Reference 3
The Company 3
Selling Stockholders 4
Description of Common Stock 5
Plan of Distribution 9
Legal Opinions 9
Experts 9
</TABLE>
6,188,151 Shares
Corning
Incorporated
COMMON STOCK
PROSPECTUS
January 20, 1995
