SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 14, 1996
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
_________________________________________________________________
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
_________________________________________________________________
(Address of principal (Zip Code)
executive offices)
(607) 974-9000
_________________________________________________________________
(Registrant's telephone number, including area code)
N/A
_________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On May 14, 1996 Corning Incorporated announced a plan (the
implementation of which is subject to the execution of definitive
agreements and the receipt of various governmental approvals)
providing for, among other things, a pro rata distribution to its
shareholders of its clinical laboratories and pharmaceutical
services businesses, creating two new, independent, publicly
traded companies. Attached for filing as an exhibit hereto is
the press release of Corning Incorporated dated May 14, 1996 with
respect to such announcement.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits:
The Registrant's Press Release of May 14, 1996.
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
Date: May 14, 1996 By /s/ A. John Peck, Jr.
A. John Peck, Jr.
Secretary
<PAGE>
EXHIBIT
FOR IMMEDIATE RELEASE Media Contacts
MAY 14, 1996 Kathryn C. Littleton
(607) 974-8204
Paul A. Rogoski
(607) 974-8832
Corning Incorporated to Spin-off Clinical Laboratory
And Pharmaceutical Services Businesses;
Corning to Focus on Core Communications
and Technologies Business Sectors
Clinical Laboratories to be Positioned
As a Leader in Clinical Testing Industry
Pharmaceutical Services to be Positioned
As A Leader in Contract Research
For Drug and Biotechnology Companies
CORNING, NEW YORK, May 14, 1996 -- Corning Incorporated
(NYSE:GLW) today announced that its Board of Directors has
approved a plan to pursue the simultaneous spin-offs to its
shareholders of its clinical laboratories and pharmaceutical
services businesses, creating two new, independent, publicly
traded companies. The proposed transactions are expected to be
tax-free to Corning and its shareholders, and are subject to
receipt of a favorable ruling by the Internal Revenue Service on
the tax-free nature of the spin-offs, as well as other customary
regulatory review and final approval by the Board of Directors.
Chairman of the Board and Chief Executive Officer Roger G.
Ackerman said, "We believe that the proposed transaction will
allow the two new independent companies and a more focused
Corning Incorporated to pursue their individual strategies more
effectively.
"Corning Incorporated has extraordinary growth prospects in
its core communications and technologies businesses," continued
Mr. Ackerman, "and with the completion of these spin-offs,
Corning's focus will be even stronger on the growth potential in
these markets.
"Further, each new independent clinical testing and
pharmaceutical services business will have the flexibility to be
even more responsive to their customers," said Mr. Ackerman.
"They will also be poised to move quickly to evolving marketplace
conditions and to decisively manage the risks in their respective
industries.
"Moreover," continued Mr. Ackerman, "financing activities
will be tailored to the capital demands of the individual growth
strategies. Also, employee compensation programs--including
employee stock ownership plans--will be designed to more directly
support individual business characteristics.
<PAGE>
"We believe the financial markets will be able to assign
more accurate valuations for the three companies," said Mr.
Ackerman. "The combination of all these factors should achieve
maximum shareholder value which remains one of our primary
objectives.
"We are fortunate to have outstanding executives and strong
management teams in place at both of the newly independent
companies," said Mr. Ackerman. "Continuing as Chief Executive
Officer of Corning Clinical Laboratories and Corning Nichols
Institute will be Kenneth W. Freeman, 45; and continuing as Chief
Executive Officer of Corning Pharmaceutical Services will be
Christopher A. Kuebler, 42. The two new companies will also have
their own separate Boards of Directors."
Corning anticipates that the related transactions will be
completed by year-end 1996, and that the two companies will apply
for listing on the New York Stock Exchange. Additional financial
details on the transactions will be released in conjunction with
Corning's release of second quarter results in mid-July; other
information will be released as it becomes available. The names
of the two new independent companies, currently known as Corning
Clinical Laboratories and Corning Pharmaceutical Services, will
be announced at a later date. Overall employment levels are not
expected to change as a result of these transactions.
Corning Incorporated first entered the clinical laboratory
business 14 years ago (through the acquisition of MetPath), and
has grown the revenues of Corning Clinical Laboratories from $100
million to $1.6 billion through internal and external
development. Today, Corning Clinical Laboratories is one of the
nation's leading routine and esoteric laboratories, providing
physicians and health care facilities with fast, accurate,
affordable clinical testing services, from blood screening to the
latest in chromosome mapping.
Since 1987 when Corning became involved with the
pharmaceutical services industry, it has rapidly developed one of
the world's largest and most comprehensive contract research
organizations. It offers medical-product development services to
pharmaceutical and biotechnology companies. The business today
generates for Corning annual revenues in excess of $400 million.
Because of its interlinked capabilities it can significantly
shorten the time involved in developing and seeking approval of
new drugs and to meet the changing demands of pharmaceutical
companies today.
Established in 1851, Corning Incorporated creates leading-
edge technologies for the fastest growing segments of the world's
economy. They currently include optical fiber, cable and
components, and high-performance glass for televisions and other
electronic displays for the communications and related
industries; advanced materials for scientific, environmental and
consumer markets; and life sciences. Total revenues for Corning
in 1995 were $5.3 billion.
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Investor Relations Contact: Richard B. Klein, (607) 974-8313
Katherine M. Dietz, (607) 974-8217
