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
November 13, 1999
(Date of earliest event reported)
Corning Incorporated
(Exact name of Registrant as specified in its charter)
New York 1-3247 16-0393470
(State of (Commission (IRS Employer
Incorporation) File No.) Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal executive offices)
(607) 974-9000
(Registrant's telephone number)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS.
On November 13, 1999, Corning Incorporated, a New York corporation ("Corning"),
Oak Industries Inc., a Delaware corporation ("Oak"), and Riesling Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Corning
("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, Merger Subsidiary will be merged (the "Merger")
with and into Oak, and as a result of the Merger, Oak will become a wholly-owned
subsidiary of Corning. Under the terms of the Merger Agreement, each issued and
outstanding share of Common Stock, par value $.01 per share, of Oak will be
converted into the right to receive .83 shares of Common Stock, par value $.50
per share, of Corning. The Merger Agreement also provides for the payment of a
break-up fee equal to $50 million under certain circumstances. The transaction
is intended to be accounted for as a pooling of interests and to be tax-free to
Oak stockholders. The closing of the Merger is subject to customary conditions,
including the receipt of regulatory and shareholder approvals.
<PAGE>
On November 14, 1999 Corning and Oak issued a joint press release which is filed
herewith as Exhibit 99 and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 - Joint Press Release of Corning Incorporated and Oak
Industries Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CORNING INCORPORATED
By: /s/ M. Ann Gosnell
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M. Ann Gosnell
Assistant Secretary
Dated: November 18, 1999
EXHIBIT INDEX
Exhibit No. Description
99 Press Release of Corning Incorporated and Oak Industries Inc.
dated November 14, 1999.
<PAGE>
Corning Contact: Oak Industries Contact:
Paul A. Rogoski Coleman Hicks
(607) 974-8832 (781) 890-0400
[email protected] [email protected]
Corning And Oak Industries To Merge In Stock Transaction
Merger extends Corning's leadership position in optical communications
technologies
CORNING, N.Y. Corning Incorporated (NYSE:GLW) and Oak Industries Inc.
(NYSE:OAK) today announced that they have signed a definitive agreement for the
companies to merge in a transaction that will strengthen Corning's position as a
global leader in optical communications.
Under the terms of the agreement, which have been unanimously approved by the
Boards of Directors of both companies, Corning will exchange .83 shares of
Corning common stock for each share of Oak common stock. Based on the closing
price for Corning on the New York Stock Exchange on Friday, November 12, 1999,
this represents a premium of 51% over the $49.75 closing price for Oak
Industries. On that same basis the transaction is valued at approximately $1.8
billion.
The transaction will be accounted for as a pooling of interests and will be tax
free to Oak Industries shareholders. The transaction is expected to close in
the first quarter of 2000, pending regulatory and Oak Industries shareholder
approval. Corning expects the transaction to be accretive to its earnings per
share beginning in 2000.
The addition of Oak Industries will extend Corning's leading opto-electronic
product portfolio into important new market segments. Specifically, Oak
Industries' Lasertron, Inc., subsidiary, a pioneer in the development of active
fiber-optic devices for telecommunications, will enhance Corning's photonic
technology product offering and development activities. Lasertron is a market
leader in pump lasers, which are the key active component in optical amplifiers,
and is also one of the few companies with both internal laser chip making
capability and packaging expertise. Lasertron also manufactures transmission
lasers and receivers that are targeted at the rapidly growing metropolitan
transmission market.
(more)
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Corning and Oak Industries to Merge
Page 2
The products of Oak Industries' Gilbert Engineering Co. subsidiary, a leading
manufacturer of coaxial connectors for broadband communications networks, will
complement Corning's existing capabilities in optical connectors, optical cable,
hardware and related equipment.
The Oak Frequency Control Group designs and manufactures frequency control
devices that are used as a timing reference in wireless, wireline and
fiber-optic applications.
Oak's Controls Group consists of Harper-Wyman and OakGrigsby, Inc. Harper-Wyman
is a leading manufacturer of controls systems for the gas range and gas grill
industries. OakGrigsby manufactures switches and encoders used in a wide
variety of applications.
Commenting on today's announcement, Corning's Chairman and Chief Executive
Officer, Roger G. Ackerman stated, "The addition of Oak Industries demonstrates
the strength of our commitment to being the world's leading supplier to system
houses in all areas of optical communications, including amplifiers, optical
components, modules, fiber, cable and hardware. Merging Oak Industries' laser
and detectors technology with Corning's broad research and development
capabilities, will further strengthen our leadership in the photonics industry.
"Our customers will now have a single source for components and modules for
optical communications, as well as access to a broad array of related products,
including optical fiber, cable and hardware - a combination that only Corning
can offer," Ackerman concluded.
William S. Antle III, chairman, chief executive officer and president of Oak
Industries said, "We are delighted with the prospect of merging with Corning.
We believe that Oak's employees, shareholders and customers will all benefit
from the combination of the two companies. Corning's strong technology base
will allow the merged businesses to move even more quickly to develop new
products and expand capacity for our telecommunications customers, especially in
the optical area. Our employees can look forward to continuing to grow their
businesses to meet the strong demand for their products."
The integration of optical components such as lasers and receivers into optical
modules is integral in providing communications network operators with greater
performance in their increasingly complex systems. The addition of Oak
Industries will enable Corning to augment its entire photonics product line to
provide new levels of functionality and customer value. Corning also expects to
achieve additional benefits through improved efficiency in customer sales and
support, and new product design and development.
(more)
<PAGE>
Corning and Oak Industries to Merge
Page 3
Oak Industries is a leading manufacturer of highly engineered components that it
designs and sells to manufacturers and service providers in the communication
and selected other industries. Headquartered in Waltham, Massachusetts, Oak
Industries has approximately 3,900 employees worldwide. For the nine months
ending September 30, 1999, Oak Industries had revenues of $323.2 million,
operating income of $47.2 million and net income of $23.8 million. Information
regarding Oak Industries is available at www.oakind.com.
Established in 1851, Corning Incorporated (www.corning.com) creates leading-edge
technologies for the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and components for
television and other communications-related industries. The company also uses
advanced materials to manufacture products for scientific, semiconductor and
environmental markets. Corning's revenues in 1998 were $3.5 billion.
Statements in this press release that are not strictly historical are "forward-
looking" statements as defined in the Private Securities Litigation Reform Act
of 1995. The actual results may differ from those projected in the forward
looking statements due to risks and uncertainties that exist in the operations
and business environments of Corning and Oak Industries, described more fully in
the companies periodic reports filed with the Securities and Exchange
Commission, including Corning's Form 10-K filed on February 24, 1999 and Oak's
Form 10-K filed on March 19, 1999.
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Corning Investor Relations Contact:
Katherine M. Dietz,
(607) 974-8217
[email protected]
