-----------------
Filed Pursuant to
Rule 424B2
File no. 33-56887
-----------------
Prospectus Supplement to Prospectus dated January 19, 1995.
[GRAPHIC OMITTED]
$300,000,000
Corning Incorporated
$150,000,000 6.30% Notes due March 1, 2009
$150,000,000 6.85% Debentures due March 1, 2029
--------------
Corning Incorporated will pay interest on the Notes and the Debentures on
March 1 and September 1 of each year. The first such payment will be made on
September 1, 1999. The Notes and the Debentures will be issued only in
denominations of $1,000 and integral multiples of $1,000.
--------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
--------------
<TABLE>
<CAPTION>
Per Per
Note Total Debenture Total
------------ --------------- ----------- ---------------
<S> <C> <C> <C> <C>
Initial public offering price .............................. 99.971% $149,956,500 99.811% $149,716,500
Underwriting discount ...................................... 0.650% $ 975,000 0.875% $ 1,312,500
Proceeds, before expenses, to Corning Incorporated ......... 99.321% $148,981,500 99.936% $148,404,000
</TABLE>
The initial public offering prices set forth above do not include accrued
interest, if any. Interest on the Notes and the Debentures will accrue from
March 3, 1999 and must be paid by the purchaser if the Notes or the Debentures
are delivered after March 3, 1999.
--------------
The underwriters expect to deliver the Notes and the Debentures in
book-entry form only through the facilities of The Depository Trust Company
against payment in New York, New York on March 3, 1999.
Goldman, Sachs & Co. J.P. Morgan & Co.
--------------
Prospectus Supplement dated February 26, 1999.
<PAGE>
CORNING INCORPORATED
Corning traces its origins to a glass business established in 1851. The
present corporation was incorporated in the State of New York in December 1936,
and our name was changed from Corning Glass Works to Corning Incorporated on
April 28, 1989.
We are a global, technology-based corporation that operates in three
broadly based business segments:
o Telecommunications
o Advanced Materials
o Information Display
The Telecommunications Segment produces optical fiber and cable, optical
hardware and equipment and photonic components for the worldwide
telecommunications industry. The Advanced Materials Segment manufactures
specialized products with unique properties for customer applications utilizing
glass, glass ceramic and polymer technologies. Businesses within this segment
include environmental products, science products, semiconductor materials and
optical and lighting products. The Information Display Segment manufactures
glass panels and funnels for televisions and computer displays, projection video
lens assemblies and liquid-crystal display glass for flat panel displays.
Corning's strategy is to focus its resources on growth opportunities
within these three segments. During 1998, for example, we expanded our
facilities and increased our research and development spending within these
three growth segments. During the last five years, Corning invested $2.6
billion in property, construction, expansion, and modernization for continuing
operations.
Corning operates a total of 40 manufacturing plants and processing
facilities, 25 of which are located in the United States. Corning owns
substantially all of its executive and corporate office buildings located in
Corning, New York. Corning also owns substantially all of its worldwide
manufacturing and research and development facilities and more than half of its
worldwide sales and administrative offices.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------------------------
Total Revenues Segment Net Income (Loss)
--------------------------------------------- ---------------------------------------
1998 1997 1996 1998 1997 1996
Operating Segment Financial Data ------------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Telecommunications ............... $ 1,791.7 $ 1,795.3 $ 1,397.7 $ 205.3 $ 297.5 $ 254.4
Advanced Materials ............... 1,020.1 1,030.4 1,031.4 93.8 103.6 75.3
Information Display .............. 644.7 664.2 565.5 56.5 7.1 ( 4.8)
--------- --------- --------- ------- ------- -------
Total Segments ................... $ 3,456.5 $ 3,489.9 $ 2,994.6 $ 355.6 $ 408.2 $ 324.9
========= ========= ========= ======= ======= =======
</TABLE>
- -----------------
NOTE: The financial results for Corning's three operating segments have been
prepared on a basis which is consistent with the manner in which Corning
management internally disaggregates financial information for the purposes of
assisting in making internal operating decisions and include equity earnings
aligned with each operating segment. In this regard, certain common expenses
have been allocated among segments less precisely than would be required for
stand alone financial information prepared in accordance with generally
accepted accounting principles. These amounts do not include revenues, expenses
and equity earnings not specifically identifiable to segments.
Competition
Competition within the Telecommunication Segment's primary products is
intense among several significant companies. Corning represents an important
market presence in the segment's principal product lines. Price and new product
innovations are significant competitive factors.
Within the Advanced Materials Segment, Corning's principal products
face competition from a variety of material manufacturers, some of which
manufacture similar products made from materials other than glass and ceramics.
Among other things, innovation, product quality, performance, and service are
key competitive elements.
Competition is also intense in the Information Display Segment. Primary
competitive influences include a worldwide surplus of glass in the conventional
television business and increased competition in the Asian marketplace.
S- 2
<PAGE>
Corning strives to maintain its market position through technology and
product innovation. For the future, Corning's competitive advantage lies in our
commitment to research and development, our financial resources, and our
commitment to quality.
Patents and Trademarks
Inventions by members of Corning's research and engineering staff have
been, and continue to be, important to our growth. Patents have been granted on
many of these inventions in the United States and other countries. Some of
these patents have been licensed to other manufacturers, including Corning's
associated companies.
Most of Corning's products are marketed under the following trademarks:
Corning, Celcor, Costar, Fibergain, HPFS, LEAF, Pyrex, Steuben and Vycor.
Subsidiaries and divisions of Corning frequently use their own trademarks.
S- 3
<PAGE>
SELECTED FINANCIAL DATA
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
The following tables contain consolidated financial information for
Corning for the periods presented. The financial data below for each of the
five years ending December 31, 1998 has been derived from Corning's audited
financial statements and should be read in conjunction with the financial
statements, including the related notes, which are included in our Annual
Report on Form 10-K for the year ended December 31, 1998.
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------------------------------
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- --------------
(in millions, except per share data and employee figures)
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net sales ............................................ $3,484.0 $3,516.8 $3,024.0 $2,644.7 $2,367.5
Non-operating gains .................................. 39.7
Research, development and
engineering expenses ................................ 293.9 250.3 189.2 172.2 169.7
Provision for restructuring .......................... 84.6 26.5
Taxes on income from continuing operations ........... 132.8 209.5 151.4 107.3 86.6
Minority interest in earnings of subsidiaries ........ 60.9 76.3 52.5 64.3 48.7
Dividends on convertible preferred securities of
subsidiary .......................................... 13.7 13.7 13.7 13.7 6.1
Equity in earnings (losses) of
associated companies: ...............................
Other than Dow Corning Corporation .................. 95.3 79.2 85.1 66.6 48.5
Dow Corning Corporation ............................. (348.0) (2.8)
Income (loss) from continuing operations ............. $ 327.5 $ 408.9 $ 323.3 $ (77.3) $ 190.6
Income (loss) from discontinued operations, net of
income taxes ........................................ 66.5 30.9 (147.7) 26.5 90.7
-------- -------- --------- --------- ---------
Net Income (Loss) .................................... $ 394.0 $ 439.8 $ 175.6 $ (50.8) $ 281.3
Basic Earnings Per Share
Income (loss) from continuing operations ............. $ 1.42 $ 1.79 $ 1.42 $ (0.35) $ 0.89
Income (loss) from discontinued operations, net of
income taxes ........................................ 0.29 0.13 (0.66) 0.12 0.43
--------- --------- --------- --------- ---------
Net income (loss) .................................... $ 1.71 $ 1.92 $ 0.76 $ (0.23) $ 1.32
========= ========= ========= ========= =========
Diluted Earnings Per Share
Continuing operations ............................... $ 1.39 $ 1.72 $ 1.40 $ (0.35) $ 0.88
Discontinued operations ............................. 0.28 0.13 (0.62) 0.12 0.42
--------- --------- --------- --------- ---------
Net income (loss) ................................... $ 1.67 $ 1.85 $ 0.78 $ (0.23) $ 1.30
========= ========= ========= ========= =========
Dividends declared ................................... $ 0.72 $ 0.72 $ 0.72 $ 0.72 $ 0.69
Shares used in computing earnings per share
Basic earnings per share ............................ 229.6 228.1 227.1 226.6 211.8
Diluted earnings per share .......................... 243.9 245.4 239.5 226.6 214.2
FINANCIAL POSITION:
Working capital ...................................... $ 235.6 $ 241.4 $ 445.2 $ 276.5 $ 281.3
Investments:
Other than Dow Corning Corporation .................. 366.2 310.0 337.2 364.9 339.5
Dow Corning Corporation ............................. 341.8
Plant and equipment, net ............................. 2,684.9 2,267.9 1,808.6 1,438.7 1,334.9
Goodwill and other intangible assets, net ............ 309.7 294.2 259.9 258.1 255.7
Net assets of discontinued operations ................ 357.6 364.0 2,056.0 1,972.4
Total assets ......................................... 4,981.9 4,691.9 4,183.4 5,334.5 5,365.5
Loans payable beyond one year ........................ $ 998.3 $1,125.8 $1,195.1 $ 1,326.0 $1,330.5
Minority interest in subsidiary companies ............ 346.1 349.3 309.9 269.2 244.5
Convertible preferred securities of subsidiary ....... 365.2 365.3 365.1 364.7 364.4
Convertible preferred stock .......................... 17.9 19.8 22.2 23.9 24.9
Common shareholders' equity .......................... 1,505.6 1,246.5 961.1 2,103.0 2,263.0
OTHER SELECTED DATA:
Additions to plant and equipment ..................... $ 713.6 $ 745.6 $ 560.2 $ 337.1 $ 248.8
Depreciation and amortization ........................ $ 298.0 $ 285.9 $ 252.3 $ 221.1 $ 210.1
Number of employees .................................. 15,400 16,100 15,300 12,800 17,000
</TABLE>
S- 4
<PAGE>
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the Notes and the
Debentures for general corporate purposes including (1) the repayment of
commercial paper as it matures, (2) the repayment of $100 million principal
amount of 8.75% Debentures due July 15, 1999, (3) working capital, (4) the
funding of a portion of our normal ongoing capital spending program and (5)
acquisitions. The precise amounts and timing of the application of the net
proceeds will depend on our funding requirements.
CAPITALIZATION
The following table sets forth the capitalization of Corning at December
31, 1998, as adjusted for the issuance of the Notes and the Debentures offered
hereby (without deduction of expenses) and the assumed conversion of the
Convertible Monthly Income Preferred Securities ("MIPS").
<TABLE>
<CAPTION>
December 31, 1998
--------------------------
As
Actual adjusted
------------ -----------
(Dollars in millions)
<S> <C> <C>
Cash and short term investments .......................................... $ 45.4 $ 277.5
========= =========
Short term debt (1) ...................................................... $ 204.6 $ 136.7
========= =========
Long term debt: ..........................................................
Loans payable beyond one year ........................................... $ 998.3 $ 998.3
6.30% Notes due March 1, 2009 ........................................... -- 150.0
6.85% Debentures due March 1, 2029 ...................................... -- 150.0
--------- ---------
Total long term debt ................................................... 998.3 1,298.3
Minority interest in subsidiary companies ................................ 346.1 346.1
Convertible Monthly Income Preferred Securities of Subsidiary (2) ........ 365.2 --
Convertible Preferred Stock, Series B par value $100 per share,
outstanding 178,700 shares .............................................. 17.9 17.9
Shareholders' equity (2) ................................................. 1,505.6 1,870.8
--------- ---------
Total capitalization ..................................................... $ 3,233.1 $ 3,533.1
========= =========
</TABLE>
- --------
(1) Includes $67.9 million of short term obligations outstanding at December
31, 1998 expected to be refinanced as described under "Use of Proceeds",
and as reflected in the "As adjusted" presentation.
(2) On February 16, 1999, Corning Delaware L.P., a special purpose limited
partnership in which Corning is the sole general partner, called for
redemption all of the MIPS. The MIPS were guaranteed by Corning and are
convertible into Corning common stock at the rate of 1.534 shares of
Corning common stock for each MIPS. Holders of the MIPS have the option of
either receiving $51.80 in cash for each share, or converting them into
Corning common stock, which had a fair market value after conversion of
$74.88 per share at February 16, 1999. This presentation assumes all MIPS
holders converted their securities into Corning common stock, which
management believes is probable.
S- 5
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended
-------------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges
and Preferred Dividends ......... 3.8x 4.7x 4.7x 5.0x 3.2x
</TABLE>
- --------
(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of (1) income before taxes on income, before equity in earnings
and minority interest and before fixed charges (excluding interest
capitalized during the period), (2) Corning's share of pre-tax earnings of
fifty-percent owned companies, (3) Corning's share of pre-tax earnings of
greater than fifty-percent owned unconsolidated subsidiaries, (4)
dividends received from less than fifty-percent owned companies and
Corning's share of losses of such companies, if any, if any debt of such
companies is guaranteed by Corning and (5) previously capitalized interest
amortized during the period.
(2) Fixed charges consist of (1) interest on indebtedness, (2) amortization of
debt issuance costs, (3) a portion of rental expenses which represents an
appropriate interest rate factor, (4) Corning's share of the fixed charges
of fifty-percent owned companies, (5) fixed charges of greater than
fifty-percent owned unconsolidated subsidiaries and (6) preferred
dividends paid on the MIPS securities and Corning's Series B Convertible
Preferred Stock.
S- 6
<PAGE>
DESCRIPTION OF NOTES AND DEBENTURES
Title: 6.30% Notes due March 1, 2009
(the "Notes")
6.85% Debentures due March 1, 2029
(the "Debentures")
General: The Notes and the Debentures will be issued as a series of Debt
Securities under the Indenture, dated April 1, 1991 (the "Indenture"), between
Corning and the United States Trust Company of New York (the "Trustee"), as
trustee. For a description of the rights attaching to different series of Debt
Securities under the Indenture, see "Description of Debt Securities" in the
Prospectus.
Ranking and Form: The Notes and the Debentures will be unsecured,
unsubordinated obligations of Corning and will be available only in book-entry
form through the facilities of The Depository Trust Company (the "Depositary"),
and sales or other Debentures in book-entry form may be effected only through a
participating member of the Depositary. See "Global Securities" below.
Total principal amount being issued:
$150,000,000 of the Notes
$150,000,000 of the Debentures
Due date for principal:
For the Notes: March 1, 2009
For the Debentures: March 1, 2029
Interest rate:
For the Notes: 6.30% per annum.
For the Debentures: 6.85% per annum.
Date interest starts accruing:
March 3, 1999
Interest due dates:
Every March 1 and September 1
First interest due date:
September 1, 1999
Regular record dates for interest:
February 15, August 15
Global Securities: The Notes and the Debentures will be represented by one or
more Global Securities registered in the name of the nominee of the Depositary,
and will be available for purchase in denominations of $1,000 and any integral
multiple thereof. Each Global Security will be deposited with the Depositary or
its nominee or custodian.
Non-Redemption: The Notes and the Debentures may not be redeemed by you, or by
Corning, prior to their maturity.
Trading in DTC: Indirect holders trading their beneficial interests in the
Global Securities through DTC must trade in DTC's same-day funds settlement
system and pay in immediately available funds.
Sinking Fund: There is no sinking fund.
Defeasance: The Notes and the Debentures are subject to our ability to choose
"Full Defeasance" and "Covenant Defeasance" as described in page 7 of the
attached Prospectus.
Definitive Securities: A permanent Global Security is exchangeable for
definitive Notes or Debentures, as the case may be registered in the name of
any Person other than the Depositary or its nominee, only if:
(a) the Depositary notifies Corning that it is unwilling or unable to continue
as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended;
(b) Corning in its sole discretion determines that such Global Security shall
be exchangeable for definitive Notes or Debentures, as the case may be,
in registered form; or
(c) any event shall have happened and be continuing that constitutes or, after
notice or lapse of time, or both, would constitute an Event of Default
with respect to the Notes and the Debentures.
This section summarizes the specific financial and legal terms of the Notes and
the Debentures that are more generally described under "Description of Debt
Securities" beginning on page 4 of the Prospectus attached to the back of this
Prospectus Supplement. If anything described in this section is inconsistent
with the terms described under "Description of Debt Securities" in the attached
Prospectus, you should consider the terms here to be the ones that prevail.
S- 7
<PAGE>
UNDERWRITING
Corning Incorporated (the "Company") and the underwriters for the
offering (the "Underwriters") named below have entered into an underwriting
agreement and a pricing agreement with respect to the Notes and the Debentures.
Subject to certain conditions, each Underwriter has severally agreed to
purchase the number of Notes and Debentures indicated in the following table:
<TABLE>
<CAPTION>
Principal Amount Principal Amount
Underwriters of Notes of Debentures
- ----------------------------------------- ------------------ -----------------
<S> <C> <C>
Goldman, Sachs & Co. ................ $ 97,500,000 $ 97,500,000
J.P. Morgan Securities Inc. ......... 52,500,000 52,500,000
------------ ------------
Total .............................. $150,000,000 $150,000,000
============ ============
</TABLE>
---------------------------------
Notes and Debentures sold by the Underwriters to the public will
initially be offered at the initial public offering price set forth on the
cover of this Prospectus Supplement. Any Notes and Debentures sold by the
Underwriters to securities dealers may be sold at a discount from the initial
public offering price of up to 0.40% of the principal amount of the Notes and
0.50% of the principal amount of the Debentures. Any such securities dealers
may resell any Notes and Debentures purchased from the Underwriters to certain
other brokers or dealers at a discount from the initial public offering price
of up to 0.25% of the principal amount of the Notes and 0.25% of the principal
amount of the Debentures. If all the Notes and the Debentures are not sold at
the initial offering prices, the Underwriters may change the offering prices
and the other selling terms.
The Notes and the Debentures are new issues of securities with no
established trading market. The Company has been advised by the Underwriters
that the Underwriters intend to make a market in the Notes and the Debentures
but are 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 Notes or the Debentures.
In connection with the offering, the Underwriters may purchase and sell
the Notes and the Debentures in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created
by short sales. Short sales involve the sale by the Underwriters of a greater
number of Notes and Debentures than they are required to purchase in the
offering. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market prices of
the Notes and the Debentures while the offering is in progress.
The Underwriters may also impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives have repurchased Notes and
Debentures sold by or for the account of such Underwriter in stabilizing or
short covering transactions.
These activities by the Underwriters may stabilize, maintain or
otherwise affect the market price of the Notes and the Debentures. As a result,
the price of the Notes and the Debentures may be higher than the price that
otherwise might exist in the open market. If these activities are commenced,
they may be discontinued by the Underwriters at any time. These transactions
may be effected in the over-the-counter market or otherwise.
The Company estimates that its share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be
approximately $350,000.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective businesses, the Underwriters
and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with the Company and its
affiliates.
S- 8
<PAGE>
PROSPECTUS
Corning Incorporated
Debt Securities
-----------------------------------
Corning Incorporated (the "Company" or "Corning") may offer and sell from
time to time its debt securities, consisting of debentures, notes and/or other
unsecured evidences of indebtedness (the "Debt Securities"), in an aggregate
principal amount as shall result in an aggregate initial public offering price
not exceeding $500,000,000 (or net proceeds in the case of Debt Securities
issued at an original issue discount) or the equivalent thereof in a foreign
currency (including a composite currency). The Debt Securities may be offered
as separate series on terms to be determined at the time of sale. The specific
designation, aggregate principal amount, denomination, maturity, premium, if
any, rate or rates and time of payment of interest, if any, terms for any
redemption at the option of the Company or the holder, terms for any sinking
fund payments, the initial public offering price and the other terms in
connection with the offering and sale of the Debt Securities in respect of
which the Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement"). As used herein, Debt
Securities shall include securities denominated in United States dollars or, at
the option of the Company if so specified in the applicable Prospectus
Supplement, in any other currency, including composite currencies such as the
European Currency Unit.
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. See
"Plan of Distribution". The names of such underwriters or agents and the
principal amounts, if any, to be purchased by them and their compensation are
set forth in the accompanying Prospectus Supplement.
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE 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 19, 1995.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
the Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any underwriter, dealer or agent. Neither this Prospectus nor any Prospectus
Supplement constitutes an offer to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any person to whom
it is unlawful to make such offer in such jurisdiction. The delivery of this
Prospectus or any Prospectus Supplement at any time does not imply that the
information herein or therein is correct as of any time subsequent to the date
of such imformation.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
-----
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 ............................. 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 Statements 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: Seven World Trade Center, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and copies of such
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, Washington, D.C. 20549, at prescribed rates. In addition,
such reports, proxy statements and other information concerning the Company 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 Debt Securities filed by the Company with the Commission under
the Securities Act of 1933. 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 Debt Securities. Any statement
contained herein concerning the provisions of any document is not necessarily
complete, and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the 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. The Company's Current Reports on Form 8-K dated August 4, 1993 and
August 13, 1993.
3. All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange 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.
2
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities 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.
Any statement contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any document subsequently filed with the
Commission which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person 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 requests should be directed
to the Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York
14831; telephone (607) 974-9000.
THE COMPANY
Corning 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 on December 24, 1936, and its name was changed from Corning Glass Works to
Corning Incorporated in April 1989.
Corning is an international corporation competing 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. Corning and its subsidiaries annually produce some
60,000 different products at 41 plants in eight countries. In addition,
Corning, through subsidiaries and affiliates, engages in laboratory services
businesses, including life and environmental sciences and clinical laboratory
testing at more than 50 facilities in 10 countries.
Corning's strategy includes growth from new products developed from
Corning's long-standing commitment to research and development and from mergers
and acquisitions. Accordingly, Corning continuously reviews potential
acquisition opportunites, primarily in the laboratory services and
communications areas. However, there can be no assurance that Corning will
pursue any such acquisition opportunity.
Corning's executive offices are located at One Riverfront Plaza, Corning,
New York 14831; telephone (607) 974-9000.
USE OF PROCEEDS
Except as may be set forth in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be used by the Company for general
corporate purposes. Such purposes may include, among others, repayment or
reduction of indebtedness, working capital requirements, the funding of a
portion of the Company's normal, ongoing capital spending program and
acquisitions. The precise amounts and timing of the application of proceeds
will depend on the funding requirements of the Company.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:
<TABLE>
<CAPTION>
Fiscal Year Ended
Forty Weeks -----------------------------------------------------------
Ended Jan. 2, Jan. 3, Dec. 29, Dec. 30, Dec. 31,
October 9, 1994 1994 1993 1991 1990 1989
----------------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges ......... 3.8x 1.1x 3.8x 4.5x 4.7x 5.0x
</TABLE>
3
<PAGE>
For the purposes of computing the ratio of earnings to fixed charges,
earnings consist of ( 1 ) income before taxes on income, before equity in
earnings and minority interest and before fixed charges (excluding interest
capitalized during the period), (2) Corning's share of pre-tax earnings of
fifty-percent owned companies, (3) Corning's share of pre-tax earnings of
greater than fifty-percent owned unconsolidated subsidiaries, (4) dividends
received from less than fifty-percent owned companies and Corning's share of
losses of such companies, if any, if any debt of such companies is guaranteed
by Corning and (5) previously capitalized interest amortized during the period;
and fixed charges consist of (1) interest on indebtedness, (2) amortization of
debt issuance costs, (3) a portion of rental expenses which represent an
appropriate interest factor, (4) Corning's share of the fixed charges of
fifty-percent owned companies, (5) fixed charges of greater than fifty-percent
owned unconsolidated subsidiaries and (6) pre-tax dividends on convertible
preferred securities of subsidiary.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") will be
described in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities are to be issued under an Indenture (the "Indenture"),
dated as of April 1, 1991, between the Company and United States Trust Company
of New York, as Trustee (the "Trustee"), a copy of which is filed as an exhibit
to the Registration Statement of which this Prospectus is a part. The following
summary of certain provisions of the Debt Securities and the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture. Capitalized terms used
herein have the respective meanings set forth in the Indenture, and references
to sections or articles are to sections or articles of the Indenture.
General
The Debt Securities will be unsecured obligations of the Company.
The Indenture does not limit the aggregate principal amount of the debt
securities that may be issued thereunder and provides that Debt Securities may
be issued thereunder from time to time in one or more series. (Section 301)
Reference is made to the Prospectus Supplement for certain terms or
additional provisions of the Offered Debt Securities, including: (i) the title
of the Offered Debt Securities; (ii) any limit on the aggregate principal
amount of the Offered Debt Securities; (iii) the price (expressed as a
percentage of the aggregate principal amount thereof) at which the Offered Debt
Securities will be issued; (iv) the date or dates on which the principal of the
Offered Debt Securities will be payable; (v) the rate or rates (which may be
fixed or variable) per annum at which the Offered Debt Securities will bear
interest, if any; (vi) the date or dates from which such interest, if any, on
the Offered Debt Securities will accrue, the dates on which such interest, if
any, will be payable, the date on which payment of such interest, if any, will
commence and the regular record dates for any such interest payment dates;
(vii) the period or periods within which, the price or prices at which and the
terms and conditions upon which the Offered Debt Securities may be redeemed, in
whole or in part, at the option of the Company; (viii) the obligation, if any,
of the Company to redeem or purchase Offered Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of a Holder, and the
periods within, the prices at and the terms and conditions upon which such
Offered Debt Securities may be redeemed or purchased; (ix) if other than U.S.
dollars, the currency (including composite currencies) in which payment of
principal of and any premium and interest on the Offered Debt Securities shall
be payable; (x) any currency (including composite currencies) other than the
stated currency of the Offered Debt Securities in which the principal of and
any premium and interest on the Offered Debt Securities may, at the election of
the Company or the Holders, be payable, and the periods within which, and terms
and conditions upon which, such election may be made; (xi) if the amount of
payments of principal of and any premium and interest on the Offered Debt
Securities may be determined with reference to an index, the manner in which
such amounts shall be determined; (xii) the right of the Company to defease the
Offered Debt Securities or certain restrictive covenants and certain Events of
Default under the Indenture; (xiii) whether the Offered Debt Securities will be
issued as Global Securities and, if so, the Depositary for the Global
Securities and the terms and conditions upon which a Global Security may be
exchanged for definitive Debt Securities; and (xiv) any restrictive covenants,
Events of Default, or other terms relating to the Offered Debt Securities in
addition to those described herein.
4
<PAGE>
Principal and any premium or interest will be payable, and the Debt
Securities will be transferable, at the Place of Payment designated for such
Debt Securities (Sections 305, 1002); provided that the payment of any interest
may, at the option of the Company, be made by check mailed to the address of
the Person entitled thereto as it appears in the Security Register.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple thereof. (Section
302) No service charge will be made for any registration of transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below
their stated principal amount. Federal income tax consequences and other
special considerations applicable to any such Original Issue Discount
Securities will be described in the Prospectus Supplement relating thereto.
"Original Issue Discount Security" means any security which provides for an
amount less than the principal amount to be due and payable upon a declaration
of acceleration of the maturity thereof. (Section 101)
Subsidiaries
The term "Subsidiary" will be defined as a manufacturing corporation 80%
or more of the outstanding voting stock of which is owned, directly or
indirectly, by the Company and/or one or more Subsidiaries of the Company. The
term "Domestic Subsidiary" will be defined as a Subsidiary of the Company
except (i) a Subsidiary which neither transacts any substantial portion of its
business nor regularly maintains any substantial portion of its fixed assets
within the United States, or (ii) a Subsidiary which is engaged primarily in
financing the operations of the Company and/or its Subsidiaries outside the
United States. (Section 101)
Restrictions on Secured Debt
If the Company or any Domestic Subsidiary shall incur, issue, assume or
guarantee any notes, bonds, debentures or other similar instruments ("Debt")
secured by a pledge, mortgage or lien (a "Mortgage") on any Principal Domestic
Manufacturing Property or on any shares of stock or Debt of any Domestic
Subsidiary, the Company will secure, or cause such Domestic Subsidiary to
secure, the Debt Securities equally and ratably with (or prior to) such Debt,
unless after giving effect thereto the aggregate amount of all such Debt so
secured together with all Attributable Debt of the Company and its Domestic
Subsidiaries in respect of sale and leaseback transactions involving Principal
Domestic Manufacturing Properties would not exceed 10% of the Consolidated Net
Tangible Assets of the Company and its consolidated subsidiaries. This
restriction will not apply to, and there shall be excluded in computing secured
Debt for the purpose of such restriction, Debt secured by (a) Mortgages on
property of, or on any shares of stock or Debt of, any corporation existing at
the time such corporation becomes a Domestic Subsidiary, (b) Mortgages in favor
of the Company or a Domestic Subsidiary, (c) Mortgages in favor of U.S.
governmental bodies to secure progress, advance or other payments, (d)
Mortgages on property, shares of stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or consolidation),
purchase money Mortgages and construction Mortgages and (e) any extension,
renewal or refunding of any Mortgage referred to in the foregoing clauses (a)
through (d), inclusive. (Section 1008) The Indenture will not restrict the
Mortgage of any of the Company's shares of stock of less than 80% owned
subsidiaries or the incurring of unsecured Debt by the Company or its
subsidiaries.
"Principal Domestic Manufacturing Property" will be defined to include any
facility (together with the land on which it is erected and fixtures comprising
a part thereof) used primarily for manufacturing or warehousing, located in the
United States, owned or leased by the Company or a Subsidiary of the Company
and having a gross book value in excess of 3% of Consolidated Net Tangible
Assets, other than any such facility or portion thereof (i) which is financed
by means of industrial revenue bonds or (ii) which, in the opinion of the Board
of Directors of the Company, is not of material importance to the total
business conducted by the Company and its Subsidiaries as an entirety. (Section
101) "Consolidated Net Tangible Assets" will be defined to mean the
consolidated assets of the Company less applicable reserves and other
deductible items, current liabilities (other than extendible or renewable
Funded Debt) and good will, tradenames, trademarks, patents, unamortized debt
discount and expense and like intangibles, all as set forth on the most recent
balance sheet of the Company prepared in accordance with generally accepted
accounting principles. (Section 101) "Funded Debt" will be defined to mean any
indebtedness for borrowed money with a maturity of more than 12 months or
having a maturity of less than 12 months but renewable or extendible beyond 12
months. (Section 101)
5
<PAGE>
Restrictions on Sales and Leasebacks
Neither the Company nor any Domestic Subsidiary may enter into any sale
and leaseback transaction involving any Principal Domestic Manufacturing
Property, completion of construction and commencement of full operation of
which has occurred more than 120 days prior thereto, unless (a) the Company or
such Domestic Subsidiary could create Debt secured by a Mortgage on such
property pursuant to the restrictions set forth under "Restrictions on Secured
Debt" in an amount equal to the Attributable Debt with respect to the sale and
leaseback transaction without equally and ratably securing the Debt Securities
or (b) the Company, within 120 days, applies to the retirement of its Funded
Debt an amount equal to the greater of (i) the net proceeds of the sale of the
Principal Domestic Manufacturing Property leased pursuant to such arrangement
or (ii) the fair market value of the Principal Domestic Manufacturing Property
so leased (subject to credits for certain voluntary retirements of Funded
Debt). This restriction will not apply to any sale and leaseback transaction
(a) between the Company and a Domestic Subsidiary or between Domestic
Subsidiaries or (b) involving the taking back of a lease for a period of three
years or less (including renewals). (Section 1009) "Attributable Debt" will be
defined to mean the total net amount of rent (discounted at the rate per annum
equal to the weighted average interest rate borne as of the date of
determination by the Outstanding Debt Securities compounded semiannually)
required to be paid during the remaining term of any lease. (Section 101)
Merger and Consolidation
The Indenture will provide that the Company may, without the consent of
any Holder, consolidate with, or sell or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, (i) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States of America or a State thereof and such successor
corporation shall expressly assume the due and punctual payment of the
principal of and interest on all the Debt Securities, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed by the Company, and (ii) the
Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition. (Sectin 801)
The Indenture will provide that no consolidation or merger of the Company with
or into any other corporation and no sale or conveyance of its property as an
entirety, or substantially as an entirety, may be made to another corporation
if, as a result thereof, any Principal Domestic Manufacturing Property or any
shares of stock or Debt of any Domestic Subsidiary would become subject to a
Mortgage, unless either (i) the Debt Securities shall be equally and ratably
secured with (or prior to) the Debt secured by such Mortgage or (ii) such
Mortgage could be created pursuant to the restrictions set forth under
"Restrictions on Secured Debt" without equally and ratably securing the Debt
Securities. (Section 803)
Modification, Amendment or Waiver
With certain limited exceptions, modifications and amendments of the
Indenture may only be made by the Company and the Trustee with the consent of
the Holders of not less than a majority in principal amount of the Outstanding
Debt Securities of each series affected thereby, and compliance with certain
covenants (including those referred to above relating to restrictions on
secured debt and on sales and leasebacks) may be waived on behalf of the
Holders of all Debt Securities of any series, either generally or in a specific
instance and either before or after the time for compliance with such
covenants, with the consent of Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of that series, provided that without
the consent of each Holder of Debt Securities affected thereby no such
modifications or amendments may, among other things, reduce the principal
amount of or interest on any of the Outstanding Debt Securities, change the
maturity date of the principal, the Redemption Price, the Interest Payment
Dates or terms of payment or reduce the percentage of Holders necessary to
waive certain covenants or modify or amend the Indenture. (Section 901, 902,
1010)
Events of Default
The following will be Events of Default with respect to the Debt
Securities of any series: (a) default in the payment of interest, if any, on a
Debt Security of that series when due, continued for 30 days; (b) default in
the payment of principal of (or premium, if any, on) a Debt Security of that
series when due; (c) failure to deposit any sinking fund payment, when due, in
respect of any Debt Security of that series; (d) default in the performance of
any other covenant of the Company (other than a covenant included in
6
<PAGE>
the Indenture solely for the benefit of series of Debt Securities other than
that series), continued for 60 days after written notice; (e) acceleration of
any indebtedness for money borrowed in excess of $10,000,000 by the Company
under the terms of the instrument under which such indebtedness is or may be
outstanding, if such acceleration is not annulled, or such indebtedness is not
paid, within 10 days after written notice; (f) certain events in bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided with
respect to Debt Securities of that series. (Section 501)
If an Event of Default with respect to Debt Securities of any series shall
occur and be continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount (or if the Debt Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of the Outstanding Debt
Securities of that series may declare the principal amount of all of the Debt
Securities of that series to be due and payable immediately by a notice in
writing to the Company (and to the Trustee if given by Holders). Upon any such
declaration, such principal amount (or specified amount), plus any interest
accrued on such Debt Securities to the date of declaration, shall become
immediately due and payable. Upon payment (i) of (A) such principal amount and
(B) such interest and (ii) of interest on any overdue principal and overdue
interest, all of the Company's obligations in respect of the payment of the
principal of and interest on such Debt Securities shall terminate. Overdue
principal and overdue interest will each bear interest at the rate specified in
the Debt Securities of such series. At any time after such declaration of
acceleration with respect to the Debt Securities of any series, but before a
judgment or decree based on such declaration, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such declaration if all
Events of Default, other than the nonpayment of accelerated principal, have
been cured or waived as provided in the Indenture. (Section 502)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Debt Securities of such
series, provided that such direction shall not be in conflict with any rule or
law or the Indenture. (Section 512) Before proceeding to exercise any right or
power under the Indenture at the direction of any Holders, the Trustee shall be
entitled to receive from such Holders reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred by it in compliance
with any such direction. (Section 603(e))
No holder of a Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the Trustee written notice of a continuing Event
of Default with respect to the Debt Securities of that series, (ii) the Holders
of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series have made written request, and such Holder or Holders
have offered reasonable indemnity, to the Trustee to institute such proceeding
as trustee and (iii) the Trustee has failed to institute such proceeding, and
has not received from the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of that series a direction inconsistent with
such request, within 60 days after such notice, request and offer. (Section
507) However, such limitations do not apply to a suit instituted by a Holder of
a Debt Security for the enforcement of payment of the principal of or any
premium or interest on such Debt Security on or after the applicable due date
specified in such Debt Security. (Section 508)
The Company will be required to furnish to the Trustee annually a
statement that the Company is not in default in the performance and observation
of any of the terms, provisions and conditions of the Indenture (without regard
to any period of grace or requirement of notice) and if the Company is in
default, specifying all such defaults. (Section 1004)
Defeasance
The Prospectus Supplement will state if defeasance and/or covenant
defeasance provisions will apply to the Offered Debt Securities.
The Indenture provides, if such provisions are made applicable to the Debt
Securities of any series, that the Company may elect either (A) to defease and
be discharged from any and all obligations with respect to such Debt Securities
(except from the obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt Securities
and to hold moneys for payment in trust) ("defeasance") or (B) to be released
from its obligations with respect to such Debt Securities under Sections
7
<PAGE>
501(5), 1008 and 1009 of the Indenture (being the cross-acceleration provision
described in clause (e) under "Events of Default", the restrictions described
under "Restrictions on Secured Debt" and the restrictions described under
"Restrictions on Sales and Leasebacks," respectively) and any other restrictive
covenants and Events of Default applicable to such series of Debt Securities if
indicated in the Prospectus Supplement relating thereto ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money and/or U.S. Government Obligations which
through the payment of principal and interest in accordance with their terms
will provide money in an amount sufficient to pay the principal of and any
premium and interest on such Debt Securities, and any mandatory sinking fund or
analogous payments thereon, on the scheduled due dates therefor. In the case of
defeasance, the Holders of such Debt Securities are entitled to receive
payments in respect of such Debt Securities solely from such trust. Such a
trust may only be established if, among other things, the Company has delivered
to the Trustee an opinion of counsel (as specified in the Indenture) to the
effect that the Holders of such Debt Securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such defeasance or covenant defeasance had not occurred. Such opinion, in
the case of defeasance under clause (A) above, must refer to and be based upon
a ruling of the Internal Revenue Service or a change in applicable Federal
income tax law occurring after the date of the Indenture. The Prospectus
Supplement may further describe the provisions, if any, permitting such
defeasance or covenant defeasance with respect to the Debt Securities of a
particular series. (Article Thirteen)
In the event the Company exercised its covenant defeasance option with
respect to the Securities of any series and the Securities of such series were
declared due and payable because of the occurrence of any Event of Default, the
amount of money and U.S. Government Obligations deposited in trust may not be
sufficient to pay amounts due on the Securities of such series upon any
acceleration resulting from such Event of Default. In such a case, the Company
would remain liable for such payments. (Sections 1303 and 1304)
Regarding the Trustee
United States Trust Company of New York serves as the Trustee under
several Indentures pursuant to which there is outstanding long-term
indebtedness of the Company as follows: $75,000,000 principal amount of 81/4%
Debentures due 2002, $75,000,000 principal amount of 83/8% Notes due 1996,
$75,000,000 principal amount of 87/8% Debentures due 2016, $75,000,000
principal amount of 87/8% Debentures due 2021, $100,000,000 principal amount of
6.75% Debentures due 2013, $100,000,000 principal amount of 7.625% Debentures
due 2024 and $100,000,000 principal amount of 6% Notes due 2003. United States
Trust Company also serves as the Trustee of Medium Term Notes in the aggregate
principal amount of $145,000,000 bearing various interest rates ranging from
7.08% to 7.93% and maturing at various dates from August, 2000, to March, 2023.
United States Trust Company also serves as a Trustee of the Company's Pension
Plan and Investment Plan, both of which are maintained by the Company for the
benefit of the employees of the Company and certain participating subsidiaries.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. Unless
otherwise set forth in the Prospectus Supplement, the obligations of any
underwriters to purchase the Offered Debt Securities will be subject to certain
conditions precedent and such underwriters will be obligated to purchase all
the Offered Debt Securities if any are Purchased.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The applicable Prospectus
Supplement will describe the method of distribution of the Offered Debt
Securities.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them and any profit on the resale of Debt Securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act
of 1933 (the "Act"). Any such underwriter, dealer or agent will be identified,
and any such compensation will be described, in the Prospectus Supplement.
8
<PAGE>
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Act, or to contribution with respect to
payments which the underwriters, dealers or agents may be required to make in
respect thereof.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agent to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities is being passed on for the Company by
William C. Ughetta, Esq., Senior Vice President and General Counsel of Corning,
and for any underwriters, dealers or agents by Sullivan & Cromwell, 125 Broad
Street, New York, New York. 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 the Company'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.
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 in this Prospectus by reference to the Company's Current Report on
Form 8-K filed on 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 auditing and accounting.
The financial statements of Moran Research Labs 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.
9
<PAGE>
<PAGE>
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the Notes and the Debentures offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.
-------------------------------
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<S> <C>
Page
---
Corning Incorporated ........................ S-2
Selected Financial Data ..................... S-4
Use of Proceeds ............................. S-5
Capitalization .............................. S-5
Ratio of Earnings to Fixed Charges .......... S-6
Description of Notes and Debentures ......... S-7
Underwriting ................................ S-8
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 ................. 9
Experts ..................................... 9
</TABLE>
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<PAGE>
================================================================================
$300,000,000
Corning Incorporated
$150,000,000 6.30% Notes
due March 1, 2009
$150,000,000 6.85% Debentures
due March 1, 2029
-------------------------------
PROSPECTUS SUPPLEMENT
---------------------------------
Goldman, Sachs & Co.
J.P. Morgan & Co.
================================================================================
