SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 8, 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 December 8, 1999, Corning Incorporated, a New York corporation ("Corning"),
announced that it had signed a definitive agreement to acquire Siemens AG's
worldwide optical cable and hardware businesses, and the remaining 50% of its
two co-investments with Siemens - Siecor Corporation and Siecor GmbH - for $1.4
billion, which amount includes $120,000,000 of assumed debt and $145,000,000 of
contingent performance payments payable, if earned, over a four-year period.
Corning expects the transaction to close in early 2000 after customary
regulatory approvals. Corning plans to fund the transaction with proceeds from
both a common stock offering and debt issuance. Corning expects that the
acquisition will cause dilution of less than 5% in 2000 earnings per share, and
to be accretive thereafter.
On December 8, 1999, Corning issued a press release which is filed herewith as
Exhibit 99 and is incorporated herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 - Press Release of Corning Incorporated.
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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/ A. John Peck, Jr.
Dated: December 29, 1999
EXHIBIT INDEX
Exhibit No. Description
99 Press Release of Corning Incorporated dated December 8, 1999
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FOR RELEASE - DECEMBER 8, 1999
Corning Contact: Siecor Contact:
Paul A. Rogoski Robie Cline
(607) 974-8832 (828) 327-5969
[email protected] [email protected]
Corning Incorporated to Acquire Siemens' Worldwide Optical Cable,
Hardware and Equipment, and Fiber Businesses
Acquisition price of $1.4 billion includes assumed debt and buyout of joint
venture interests
CORNING, N.Y. - Corning Incorporated (NYSE:GLW) announced today that it has
signed a definitive agreement to acquire Siemens AG's worldwide optical cable
and hardware businesses, and the remaining 50% of its two co-investments with
Siemens - Siecor Corporation and Siecor GmbH - for $1.4 billion, including
assumed debt.
Corning expects the transaction to close in early 2000 after customary
regulatory approvals. The company plans to fund the transaction with proceeds
from both a common stock offering and debt issuance. Corning expects that the
acquisition will cause dilution of less than 5% in 2000 earnings per share, and
to be accretive thereafter.
In announcing the agreement, Roger G. Ackerman, Corning's chairman and chief
executive officer, stated, "One of Corning's great strengths, exhibited
consistently since our founding, is our ability to look to the future and
reinvent ourselves to seize market opportunities. This announcement is a
logical extension of that strategy.
"Success in today's rapidly consolidating telecommunications marketplace is a
function of market access and product mix. The addition of Siemens' portfolio
of businesses strengthens us significantly in both of these key areas. Now,
Corning is poised to be the leading supplier into what is referred to as the
`optical layer'- where optical fiber and photonic devices join with optical
cable, hardware and equipment to leverage the full potential of today's
state-of-the-art communications networks."
(more)
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Corning to acquire Siemens' Cable and Fiber Businesses
Page 2
Commenting on the transaction, John W. Loose, president of Corning
Communications stated, "Synergy is an overused phrase in business these days,
but in this case, it truly defines the benefits of this new business
combination. Aligning our existing fiber and cable assets with the acquired
Siemens' businesses immediately positions us as a formidable competitive
presence in Europe. It also provides us with the resources to extend our
optical-layer solutions to any network, anywhere in the world."
Loose added, "Sandy Lyons, Siecor Corporation President and CEO, will lead
Corning's worldwide cable, hardware and equipment businesses, Siecor, the
Corning Cables business acquired from BICC in early 1999, and the Siemens
businesses."
As part of the integration of the acquired operations, Corning will create a new
operating unit, Corning Communications Europe, which will be headquartered in
London. Cliff Hund, a senior marketing professional with experience in
Corning's fiber and European cable businesses, will serve as president of
Corning Communications Europe and will be responsible for driving and
integrating Corning Communications' European strategy. Gerhard Konig, a Corning
general manager with experience running businesses in both Germany and the
United States, will serve as managing director Europe - Cable/Hardware and
Equipment. Konig will be responsible for European operations and operational
integration. Both Hund and Konig will report to Lyons.
Corning also announced that Siecor GmbH will become part of Corning's worldwide
optical-fiber manufacturing operations. As a world-leading manufacturer and
supplier of optical fiber, Corning will continue its commitment to its
established customer base by maintaining a multi-channel strategy, including
direct fiber sales to other cablers.
The transaction price includes $145 million of contingent performance payments
to be paid, if earned, over a four-year period, and approximately $120 million
of assumed debt.
What Corning Has Acquired
In addition to the ownership in Siecor Corporation and Siecor GmbH, Corning has
acquired Siemens' Communications Cables Division, RXS Kabel Garnituren GmbH
(RXS) and Norddeutsche Seekabelwerke GmbH (NSW) in Germany; RXS Morel in France,
Teleco Cavi in Italy; and Siemens Fiber Optical Kablolari (SFOK) in Turkey.
Corning is also acquiring certain related Siemens assets in Argentina, Australia
and the U.S.
(more)
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Corning to acquire Siemens' Cable and Fiber Businesses
Page 3
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.
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Corning Investor Relations:
Katherine Dietz
(607) 974-8217
[email protected]
Forward-Looking and Cautionary Statements
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 Incorporated, described more fully in the
companies periodic reports filed with the Securities and Exchange Commission.
