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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1999
REGISTRATION NOS. 333-81299
333-81299-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CORNING INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
NEW YORK 16-0393470
(State of Incorporation) (I.R.S. Employer Identification Number)
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ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
CORNING FINANCE B.V.
(Exact Name of Registrant as Specified in Its Charter)
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THE NETHERLANDS NOT APPLICABLE
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
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LANGE VOORHOUT 7
2514 EA THE HAGUE
THE NETHERLANDS
31.70.310.83.08
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
WILLIAM D. EGGERS
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
CORNING INCORPORATED
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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COPIES TO:
DONALD C. WALKOVIK
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after the effectiveness of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THIS PRE-EFFECTIVE AMENDMENT TO A NEW REGISTRATION STATEMENT ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO.
33-56887, WHICH WAS DECLARED EFFECTIVE ON JANUARY 19, 1995. SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933,
THE PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
PROSPECTUS FOR REGISTRATION STATEMENT NO. 33-56887; THE $75,000,000 OF DEBT
SECURITIES REMAINING UNSOLD FROM REGISTRATION STATEMENT NO. 33-56887 WILL BE
COMBINED WITH THE $2,000,000,000 AGGREGATE AMOUNT OF DEBT SECURITIES, DEBT
WARRANTS, EQUITY WARRANTS, PREFERRED STOCK, DEPOSITARY SHARES, COMMON STOCK AND
GUARANTEES, TO BE REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE
THE REGISTRANTS TO OFFER AN AGGREGATE AMOUNT OF $2,075,000,000 OF SECURITIES
PURSUANT TO THE COMBINED PROSPECTUS.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by Corning Incorporated
(the "Company") in connection with the issuance and distribution of the
securities, other than underwriting discounts and commissions. The Company will
bear all of such expenses. All the amounts shown are estimates, except the
registration fee.
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Registration Fee................................................ $ 556,000
Fees and expenses of accountants................................ $ 20,000
Legal Fees...................................................... $ 200,000
Fees and expenses of trustee and counsel........................ $ 18,000
Printing and engraving.......................................... $ 100,000
Blue Sky fees and expenses (including counsel).................. $ 10,000
Rating agency fees.............................................. $ 300,000
Miscellaneous................................................... $ 50,000
Total........................................................... $1,254,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CORNING INCORPORATED
Sections 722 and 723 of the Business Corporation Law of the State of New
York (the "BCL") provide that a corporation may indemnify its current and former
directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company shall indemnify each director and
officer against all costs and expenses actually and reasonably incurred by him
in connection with the defense of any claim, action, suit or proceeding against
him by reason of his being or having been a director or officer of the Company
to the full extent permitted by, and consistent with, the BCL.
Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for the breach of
any duty, except for a breach involving intentional misconduct, bad faith, a
knowing violation of law or receipt of an improper personal benefit or for
certain illegal dividends, loans or stock repurchases. Paragraph 7 of the
Company's Restated Certificate of Incorporation contains such a provision.
CORNING FINANCE B.V.
In general, Dutch law provides that a B.V. should idemnify its Managing
Director in the event that he is liable to a third party for damages caused in
his capacity as Managing Director, unless the liability results from his gross
negligence or intentional misconduct. Under certain circumstances, this
provision does not apply, and the B.V. and the Managing Director may agree that
the B.V. will indemnify the Managing Director in such circumstances.
Besides the general concept of tort liability, Netherlands law contains
various specific statutory provisions on the personal civil law liability of the
Managing Directors of a B.V. corporation, both towards the B.V. itself in case
of improper performance, requiring the Managing Director to be seriously at
fault, and towards third parties. Third party liability may inter alia (but not
limitative) result from (i) acquisition of the B.V.'s shares by the B.V. itself
or by any of its subsidiaries contrary to the statutory provisions relating
thereto, (ii) misleading information and, more particularly, misleading annual
accounts or interim of the B.V., (iii) unpaid social security premiums and
certain taxes and
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(iv) in the event of the B.V.'s bankruptcy, improper performance if such
performance is the cause of the bankruptcy, or non-compliance with other
specific statutory provisions.
The Articles of Association of the Corning Finance B.V. do not contain any
provisions on the indemnification by the Corning Finance B.V. of its Managing
Directors. Under Netherlands law obtaining insurance on Managing Directors is
permitted except that such insurance cannot be applied to any liability
resulting from gross negligence or intentional misconduct.
Reference is made to the forms of Underwriting Agreement incorporated by
reference as Exhibits 1.01 through 1.05 hereto for a description of
indemnification arrangements for offerings of securities pursuant thereto.
For the undertaking in relation to indemnification, please see Item 17
below.
ITEM 16. EXHIBITS.
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EXHIBIT
NUMBER EXHIBITS
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1.01 Form of Underwriting Agreement relating to debt securities and debt warrants of Corning Incorporated.*
1.02 Form of Underwriting Agreement relating to equity warrants (to be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference).
1.03 Form of Underwriting Agreement relating to preferred stock and depositary shares.*
1.04 Form of Underwriting Agreement relating to common stock.*
1.05 Form of Underwriting Agreement relating to debt securities of Corning Finance B.V. (to be filed as an
exhibit to a Current Report on Form 8-K and incorporated herein by reference).
4.01 Indenture, dated August , 1999, by and between the Company and The Chase Manhattan Bank, as trustee.*
4.02 Indenture, dated August , 1999, by and among the Company, Corning Finance B.V. and The Chase Manhattan
Bank, as trustee.*
4.03 Form of Debt Warrant Agreement, including a form of debt warrant certificate (to be filed as an exhibit
to a Current Report on Form 8-K and incorporated herein by reference).
4.04 Form of Equity Warrant Agreement, including form of equity warrant certificate (to be filed as an exhibit
to a Current Report on Form 8-K and incorporated herein by reference).
4.05 Form of Deposit Agreement, including form of depositary receipt (to be filed as an exhibit to a Current
Report on Form 8-K and incorporated herein by reference).
4.06 Form of certificate for shares of the common stock (incorporated by reference to Exhibit 4 to
Registration Statement on Form S-4 filed with the Commission on June 17, 1992 (Registration Statement No.
33-48488)).
4.07 Rights Agreement, dated as of June 5, 1996, between the Company and Harris Trust and Savings Bank, as
rights agent (incorporated by reference to Exhibit 1 of the Company's Current Report on Form 8-K dated
July 10, 1996).
5.01 Opinion of William D. Eggers, Esq.*
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EXHIBIT
NUMBER EXHIBITS
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12.01 Calculation of ratio of income to fixed charges and calculation of ratio of income to combined fixed
charges including preferred stock dividends.*
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.02 Consent of William D. Eggers, Esq. (included in Exhibit 5.01).*
24.01 Power of Attorney of certain directors.*
25.01 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of
The Chase Manhattan Bank, as Trustee.*
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* previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment thereby is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and
(3) to remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act
need not be furnished, PROVIDED, that
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the registrant includes in the prospectus, by means of post-effective
amendment, financial statements required pursuant to this paragraph (a)(4)
and other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to a registration statement on
Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Rule
3-19 of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(b) The undersigned registrants undertake that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of a
registrant pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event a claim against a registrant for
indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of
such registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered herein, such registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Corning, State of New York, on October 1, 1999.
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CORNING INCORPORATED
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(Registrant)
By: /s/ WILLIAM D. EGGERS
---------------------------------
William D. Eggers
Senior Vice President
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Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons on
October 1, 1999, in the capacities indicated.
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SIGNATURE CAPACITY
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<C> <S>
/s/ ROGER G. ACKERMAN Chairman of the Board,
- ------------------------------ Principal Executive Officer
(Roger G. Ackerman) and Director
/s/ JAMES B. FLAWS Senior Vice President,
- ------------------------------ Treasurer and Principal
(James B. Flaws) Financial Officer
/s/ KATHERINE A. ASBECK Vice President, Controller
- ------------------------------ and Principal Accounting
(Katherine A. Asbeck) Officer
* Director
- ------------------------------
(Robert Barker)
* Director
- ------------------------------
(John Seely Brown)
* Director
- ------------------------------
(John H. Foster)
* Director
- ------------------------------
(Norman E. Garrity)
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SIGNATURE CAPACITY
- ------------------------------ ---------------------------
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* Director
- ------------------------------
(Gordon Gund)
* Director
- ------------------------------
(John M. Hennessy)
* Director
- ------------------------------
(James R. Houghton)
* Director
- ------------------------------
(James W. Kinnear)
* Director
- ------------------------------
(John W. Loose)
* Director
- ------------------------------
(James J. O'Connor)
* Director
- ------------------------------
(Catherine A. Rein)
* Director
- ------------------------------
(H. Onno Ruding)
* Director
- ------------------------------
(William D. Smithburg)
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*By: /s/ WILLIAM D. EGGERS
-------------------------
(William D. Eggers,
Attorney-in-Fact)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Corning, state of New York, on October 1, 1999.
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CORNING FINANCE B.V.
-------------------------------------
(Registrant)
By: /s/ KIM L. FROCK
---------------------------------
Kim L. Frock
Vice President--Finance
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Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons on
October 1, 1999, in the capacities indicated.
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SIGNATURE CAPACITY
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<C> <S>
/s/ JAMES B. FLAWS President and Chief
- ------------------------------ Executive Officer
(James B. Flaws)
Vice President--Finance,
/s/ KIM L. FROCK Chief Financial Officer,
- ------------------------------ Chief Accounting Officer
(Kim L. Frock) and Director
* Director
- ------------------------------
(A. John Peck, Jr.)
* Director
- ------------------------------
(Mark S. Rogus)
Director
- ------------------------------
(ABN AMRO Trust Company
(Nederland) B.V.)
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*By: /s/ KIM L. FROCK
-------------------------
(Kim L. Frock,
Attorney-in-Fact)
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 1999, except for Note 4
and Note 11, which are as of February 16, 1999, relating to the financial
statements and financial statement schedule, which appears in Corning
Incorporated's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
September 30, 1999
