SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) March 3, 1999
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
- -------------------------------------------------------------------------------
(State of other jurisdiction (Commission) (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
- --------------------------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)
(607) 974-9000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
6.30% Notes due March 1, 2009
6.85% Debentures due March 1, 2029
In connection with the March 3, 1999 offering by Corning Incorporated
("Corning") of $150,000,000 aggregate principal amount of 6.30% Notes due March
1, 2009 and $150,000,000 principal amount of 6.85% Debentures due March 1, 2029,
attached as exhibits are the items listed in "Item 7--Financial Statements, Pro
Forma Financial Information and Exhibits."
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits:
(1) Pricing Agreement dated February 26, 1999 between Corning Incorporated,
Goldman, Sachs & Co. and J. P. Morgan Securities Inc.
(4) (a) Form of 6.30% Note due March 1, 2009 of Corning Incorporated.
(b) Form of 6.85% Debenture due March 1, 2029 of Corning Incorporated.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORNING INCORPORATED
Registrant
Date: March 11, 1999 By: /s/ M. Ann Gosnell
-------------------------------
M. Ann Gosnell
Assistant Secretary
Pricing Agreement
GOLDMAN, SACHS & CO.,
J.P. MORGAN SECURITIES INC.,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
February 26, 1999
Dear Sirs:
Corning Incorporated (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated August 23,
1993 (the "Underwriting Agreement"), between the Company, on the one hand and,
inter alia, Goldman, Sachs & Co., on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters"), the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein except that Annex
I to the Underwriting Agreement is replaced by Annex I hereto; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto. References herein and in the
Underwriting Agreement to a "Registration Statement" shall be deemed to include
both the Registration Statement on Form S-3 of the Company (File No. 33-49903)
filed on August 4, 1993 and the Registration Statement on Form S-3 of the
Company (File No. 33- 56887) filed on December 15, 1994.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed, or, in the case
of a supplement, transmitted for filing, with the Commission.
<PAGE>
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.
Very truly yours,
CORNING INCORPORATED
By: /s/ James B. Flaws
----------------------------------------
Name: James B. Flaws
Title: Senior Vice President, Treasurer and
Chief Financial Officer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
By: /s/ Goldman, Sachs & Co.
-------------------------------
(Goldman, Sachs & Co.)
-2-
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount Principal Amount
of Notes of Debentures
Underwriter to be Purchased to be Purchased
----------- ---------------- ----------------
<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>
-1-
<PAGE>
SCHEDULE II
Title of Designated Securities:
6.30% Notes due March 1, 2009 (the "Notes")
6.85% Debentures due March 1, 2029 (the "Debentures")
Aggregate principal amount:
$150,000,000 of the Notes
$150,000,000 of the Debentures
Price to Public:
The Notes:
99.971% of the principal amount of the Notes.
The Debentures:
99.811% of the principal amount of the Debentures.
Purchase Price by Underwriters:
The Notes:
99.321% of the principal amount of the Notes
The Debentures:
99.936% of the principal amount of the Debentures
Specified Funds for Payment of Purchase Price:
Immediately available funds
Indenture:
Indenture, dated as of April 1, 1991, between the Company and United
States Trust Company of New York, as Trustee
-2-
<PAGE>
Maturity:
The Notes: March 1, 2009
The Debentures: March 1, 2029
Interest Rate:
The Notes: 6.30% per annum
The Debentures: 6.85% per annum
Interest Payment Dates:
March 1 and September 1, commencing September 1, 1999.
Redemption Provisions:
The Notes and the Debentures may not be redeemed at the option of the
Company or the holders prior to maturity.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance:
The defeasance provisions of Section 1302 and 1303 and Article Thirteen
of the Indenture shall apply to the Designated Securities in accordance
with Section 1301 of the Indenture.
Time of Delivery:
10:00 A.M., New York City time, March 3, 1999
-3-
<PAGE>
Closing Location:
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
Names and Addresses of Representatives:
Designated Representatives:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
32 Old Slip, 9th floor
New York, New York 10005
Attention: Registration Department
Securities Exchange:
No Listing
Other Terms:
At the Time of Delivery, PricewaterhouseCoopers LLP shall have
furnished to the Underwriters a letter, dated the date of the Time of
Delivery, in form and substance satisfactory to the Underwriters to the
effect set forth in Annex I hereto.
In addition to the representations made by the Company to the
Underwriters in the Underwriting Agreement, the Company represents and
warrants to, and agrees with, each of the Underwriters that:
The statements under the heading "Year 2000 Readiness Disclosure" under
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, filed with the Securities Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934
(the "Exchange Act") which report is incorporated by reference in the
Registration Statement and the Prospectus, when such report was filed
with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder. Since the date on which such report was filed
with the Commission,
-4-
<PAGE>
there has not been any material change relating to the Company's year
2000 issue that would be required to be disclosed in subsequent
filings with the Commission under the Exchange Act and incorporated by
reference in the Registration Statement and Prospectus.
The foregoing representation shall be deemed to be made in, and shall
have the same force and effect as if contained in, Section 2 of the Underwriting
Agreement.
-5-
<PAGE>
ANNEX I
[Form of letter of PricewaterhouseCoopers LLP
to be delivered pursuant to Section 7(d)]
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
financial forecasts and/or pro forma financial information) examined by
them and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material respects
with the applicable accounting requirements of the Act or the Exchange
Act, as applicable, and the related published rules and regulations
thereunder; and, if applicable, they have made a review in accordance
with standards established by the American Institute of Certified
Public Accountants of the unaudited consolidated interim financial
statements, selected financial data, pro forma financial information,
financial forecasts and/or condensed financial statements derived from
audited financial statements of the Company for the periods specified
in such letter, as indicated in their reports thereon, copies of which
have been furnished to the representatives of the Underwriters (the
"Representatives");
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus as indicated in their reports thereon copies
of which have been separately furnished to the Representative and on
the basis of specified procedures including inquiries of officials of
the Company who have responsibility for financial and accounting
matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (vi)(A)(i) below comply
as to form in all material respects with the applicable accounting
requirements of the Act and the related published rules and
regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial statements
do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the related published rules and
regulations;
(iv) The unaudited selected financial information with respect to
the consolidated results of operations and financial position of the
Company for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such
five
-6-
<PAGE>
fiscal years which were included or incorporated by reference in the
Company's Annual Reports on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K
and on the basis of limited procedures specified in such letter nothing
came to their attention as a result of the foregoing procedures that
caused them to believe that this information does not conform in all
material respects with the disclosure requirements of Items 301, 302
and 503(d) respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:
(A) (i) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Prospectus and/or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or (ii) any
material modifications should be made to the unaudited
consolidated statements of income, consolidated balance sheet
and consolidated statements of cash flows included in the
Prospectus or included in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus, for
them to be in conformity with generally accepted accounting
principles;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in
the Company's Annual Report on Form 10-K for the most recent
fiscal year;
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited financial statements included or
incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
-7-
<PAGE>
(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock (other than issuances of
capital stock upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus), or any
increase in the consolidated long-term debt of the Company and
its subsidiaries or any increases in any items specified by
the Representatives, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter;
and
(F) for the period from the date of the latest
financial statements included or incorporated by reference in
the Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenue or other
items specified by the Representatives, or any increases in
any items specified by the Representatives, in each case as
compared with the comparable period in the preceding year and
with any other period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii), (iv), (v) and (vi) above, they have
carried out certain specified procedures, not constituting an
examination in accordance with generally accepted auditing standards,
with respect to certain amounts, percentages and financial information
specified by the Representatives which are derived from the general
accounting records of the Company and its subsidiaries, which appear in
the Prospectus (excluding documents incorporated by reference) or in
Part II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives or in documents incorporated by
reference in the Prospectus specified by the Representatives, and have
compared certain of such amounts, percentages and financial information
with the accounting records of the Company and its subsidiaries and
have found them to be in agreement.
All references in this Annex I to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Underwriting Agreement and to the Prospectus as
amended or supplemented (including all documents incorporated by reference
therein) for the purposes of the letter delivered at each Time of Delivery.
-8-
Face of Security
REGISTERED
No. 001
CUSIP: 219 350 AG0 $150,000,000
CORNING INCORPORATED
6.30% NOTES DUE MARCH 1, 2009
This Security is a Global Security within the meaning of the
Indenture referred to on the reverse hereof and is registered in the name of a
Depositary or a nominee of a Depositary. This Security may not be exchanged in
whole or in part for a security registered, and no transfer of the Security in
whole or in part may be registered, in the name of any Person other than such
Depositary or a nominee of the Depositary, except in the limited circumstances
described in the Indenture.
Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York), a New York
corporation ("DTC"), to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
DTC (and any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insomuch as
the registered owner hereof, Cede & Co., has an interest herein.
<TABLE>
<S> <C> <C>
ORIGINAL
ISSUE DATE: STATED MATURITY: INTEREST RATE:
March 3, 1999 March 1, 2009 6.30%
MAKE-WHOLE
AMORTIZING PREMIUM REGULAR
SECURITY: REDEMPTION: REDEMPTION:
/ / Yes /x/ No / / Yes /x/ No / / Yes /x/ No
</TABLE>
<PAGE>
Corning Incorporated
--------------------
6.30% Notes due March 1, 2009
-----------------------------
No. 001 $150,000,000
--- ------------
Corning Incorporated, a corporation duly organized and existing
under the laws of New York (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ONE HUNDRED FIFTY MILLION DOLLARS on March 1, 2009, and to pay
interest thereon from March 3, 1999 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
March 1 and September 1 in each year, commencing September 1, 1999, at the rate
of 6.30% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 15 or August 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in The Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
<PAGE>
address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: March 3, 1999
CORNING INCORPORATED
By: /s/ James B. Flaws
-----------------------
Name: James B. Flaws
Title: Senior Vice
President, Treasurer and
Chief Financial Officer
Attest:
/s/ M. Ann Gosnell
- --------------------------
Name: M. Ann Gosnell
Title: Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK
As Trustee
By: Gerard F. Ganey
------------------
Authorized Officer
<PAGE>
(Form of Reverse of Security.)
------------------------------
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 1, 1991 (herein called the
"Indenture"), between the Company and United States Trust Company of New York,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $150,000,000.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute
<PAGE>
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of a different authorized denomination, as requested by the Holder
surrendering the same. Each Security of this series is exchangeable for
definitive Securities registered in the name of any Person other than the
Depositary or its nominee, only if (i) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for such Security or if at
any time the Depositary ceases to be a clearing agency, registered under the
Securities Exchange Act of 1934, as amended; (ii) the Company in its sole
discretion determines that such Security shall be exchangeable for definitive
Securities in registered form; or (iii) 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 Securities.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof
<PAGE>
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Face of Security
REGISTERED
No. 001
CUSIP: 219 350 AH8 $150,000,000
CORNING INCORPORATED
6.85% DEBENTURES DUE MARCH 1, 2029
This Security is a Global Security within the meaning of the
Indenture referred to on the reverse hereof and is registered in the name of a
Depositary or a nominee of a Depositary. This Security may not be exchanged in
whole or in part for a security registered, and no transfer of the Security in
whole or in part may be registered, in the name of any Person other than such
Depositary or a nominee of the Depositary, except in the limited circumstances
described in the Indenture.
Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York), a New York
corporation ("DTC"), to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
DTC (and any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insomuch as
the registered owner hereof, Cede & Co., has an interest herein.
<TABLE>
<S> <C> <C>
ORIGINAL
ISSUE DATE: STATED MATURITY: INTEREST RATE:
March 3, 1999 March 1, 2029 6.85%
MAKE-WHOLE
AMORTIZING PREMIUM REGULAR
SECURITY: REDEMPTION: REDEMPTION:
/ / Yes /x/ No / / Yes /x/ No / / Yes /x/ No
</TABLE>
<PAGE>
Corning Incorporated
6.85% Debentures due March 1, 2029
No. 001 $150,000,000
--- ------------
Corning Incorporated, a corporation duly organized and existing
under the laws of New York (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ONE HUNDRED FIFTY MILLION DOLLARS on March 1, 2029, and to pay
interest thereon from March 3, 1999 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
March 1 and September 1 in each year, commencing September 1, 1999, at the rate
of 6.85% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 15 or August 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in The Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
<PAGE>
address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: March 3, 1999
CORNING INCORPORATED
By /s/ James B. Flaws
---------------------
Name: James B. Flaws
Title: Senior Vice
President, Treasurer and
Chief Financial Officer
Attest:
/s/ M. Ann Gosnell
- --------------------------
Name: M. Ann Gosnell
Title: Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK
As Trustee
By: Gerard F. Ganey
------------------
Authorized Officer
<PAGE>
(Form of Reverse of Security.)
------------------------------
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 1, 1991 (herein called the
"Indenture"), between the Company and United States Trust Company of New York,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $150,000,000.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute
<PAGE>
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of a different authorized denomination, as requested by the Holder
surrendering the same. Each Security of this series is exchangeable for
definitive Securities registered in the name of any Person other than the
Depositary or its nominee, only if (i) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for such Security or if at
any time the Depositary ceases to be a clearing agency, registered under the
Securities Exchange Act of 1934, as amended; (ii) the Company in its sole
discretion determines that such Security shall be exchangeable for definitive
Securities in registered form; or (iii) 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 Securities.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof
<PAGE>
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
