CORNING INC /NY
S-3, EX-25.01, 2000-08-23
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<PAGE>

                                                                   Exhibit 25.01

              ----------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                         ------------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                  -------------------------------------------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                  -------------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                     13-4994650
(State of incorporation                                (I.R.S. employer
if not a national bank)                             identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                10017
(Address of principal executive offices)                     (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                 ---------------------------------------------

                              CORNING INCORPORATED
               (Exact name of obligor as specified in its charter)

NEW YORK                                                     16-0393470
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                      identification No.)

ONE RIVERFRONT PLAZA
CORNING, NEW YORK                                                 14831
(Address of principal executive offices)                     (Zip Code)

                    ---------------------------------------

                                 DEBT SECURITIES
                       (Title of the indenture securities)

                    ----------------------------------------

<PAGE>

                                     GENERAL


Item 1. General Information.

        Furnish the following information as to the trustee:

        (a) Name and address of each examining or supervising authority to which
it is subject.

            New York State Banking Department, State House, Albany, New York
            12110.

            Board of Governors of the Federal Reserve System, Washington,
            D.C., 20551

            Federal Reserve Bank of New York, District No. 2, 33 Liberty
            Street, New York, N.Y.

            Federal Deposit Insurance Corporation, Washington, D.C., 20429.

        (b) Whether it is authorized to exercise corporate trust powers.

            Yes.


Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such
affiliation.

            None.
<PAGE>

Item 16. List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.
<PAGE>

                                    SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the ____ day of __________, 2000.

                                THE CHASE MANHATTAN BANK



                                By /s/ Robert S. Peschler
                                  ------------------------------------------
                                  Robert S. Peschler, Assistant Vice President

<PAGE>

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2000, in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.


                                                                  DOLLAR AMOUNTS
               ASSETS                                               IN MILLIONS


Cash and balances due from depository institutions:
   Noninterest-bearing balances and
   currency and coin ......................................          $  13,460
   Interest-bearing balances ..............................              3,696
Securities: ...............................................
Held to maturity securities ...............................                671
Available for sale securities .............................             56,085
Federal funds sold and securities purchased under
   agreements to resell ...................................             31,833
Loans and lease financing receivables:
   Loans and leases, net of unearned income ...............            132,562
   Less: Allowance for loan and lease losses ..............              2,188
   Less: Allocated transfer risk reserve ..................                  0
                                                                      --------
   Loans and leases, net of unearned income,
   allowance, and reserve .................................            130,374
Trading Assets ............................................             50,488
Premises and fixed assets (including capitalized leases) ..              3,391
Other real estate owned ...................................                 32
Investments in unconsolidated subsidiaries and
   associated companies....................................                231
Customers' liability to this bank on acceptances
   outstanding ............................................                630
Intangible assets .........................................              3,891
Other assets ..............................................             17,423
                                                                      --------
TOTAL ASSETS ..............................................           $312,205
                                                                      ========


                                      - 4 -
<PAGE>

                                   LIABILITIES

Deposits
   In domestic offices ....................................           $103,709
   Noninterest-bearing ....................................             41,611
   Interest-bearing .......................................             62,098
   In foreign offices, Edge and Agreement
   subsidiaries and IBF's .................................             80,379
Noninterest-bearing .......................................              4,920
   Interest-bearing .......................................             75,459

Federal funds purchased and securities sold under agree-
ments to repurchase .......................................             54,265
Demand notes issued to the U.S. Treasury ..................                529
Trading liabilities .......................................             31,970
Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases):
   With a remaining maturity of one year or less ..........              4,764
   With a remaining maturity of more than one year
          through three years .............................                  0
   With a remaining maturity of more than three years .....                 99
Bank's liability on acceptances executed and outstanding ..                630
Subordinated notes and debentures .........................              5,430
Other liabilities .........................................             11,663

TOTAL LIABILITIES .........................................            293,438

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus .............                  0
Common stock ..............................................              1,211
Surplus  (exclude all surplus related to preferred stock)..             11,066
Undivided profits and capital reserves ....................              7,698
Net unrealized holding gains (losses)
on available-for-sale securities ..........................             (1,224)
Accumulated net gains (losses) on cash flow hedges ........                  0
Cumulative foreign currency translation adjustments .......                 16
TOTAL EQUITY CAPITAL ......................................             18,767
                                                                      --------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................           $312,205
                                                                      ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                                              JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

                                      WILLIAM B. HARRISON, JR.    )
                                      HAROLD S. HOOK              )DIRECTORS
                                      MARINA v.N. WHITMAN         )


                                       -5-
<PAGE>


       ------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

              ----------------------------------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

          ------------------------------------------------------------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

          ------------------------------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                     13-4994650
(State of incorporation                                (I.R.S. employer
if not a national bank)                             identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                10017
(Address of principal executive offices)                     (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

          ------------------------------------------------------------

                              CORNING FINANCE B.V.
               (Exact name of obligor as specified in its charter)


THE NETHERLANDS                                                     N/A
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                      identification No.)

STRAWINSKYLAAN 3105
1007 AMSTERDAM
THE NETHERLANDS                                                     N/A
(Address of principal executive offices)                     (Zip Code)

          ------------------------------------------------------------

                                 DEBT SECURITIES
                       (Title of the indenture securities)

       ------------------------------------------------------------------
<PAGE>

                                     GENERAL


Item 1. General Information.

        Furnish the following information as to the trustee:

        (a) Name and address of each examining or supervising authority to which
it is subject.

            New York State Banking Department, State House, Albany, New York
            12110.

            Board of Governors of the Federal Reserve System, Washington,
            D.C., 20551

            Federal Reserve Bank of New York, District No. 2, 33 Liberty
            Street, New York, N.Y.

            Federal Deposit Insurance Corporation, Washington, D.C., 20429.

        (b) Whether it is authorized to exercise corporate trust powers.

            Yes.


Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such
affiliation.

            None.


                                      -2-
<PAGE>

Item 16. List of Exhibits

        List below all exhibits filed as a part of this Statement of
Eligibility.

        1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

        2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

        3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

        4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).

        5. Not applicable.

        6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

        7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

        8. Not applicable.

        9. Not applicable.


                                      -3-
<PAGE>

                                    SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the ____ day of __________, 2000.

                                 THE CHASE MANHATTAN BANK



                                 By /s/ Robert S. Peschler
                                    --------------------------------------------
                                    Robert S. Peschler, Assistant Vice President


                                      -4-
<PAGE>

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2000, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.


                                                                 DOLLAR AMOUNTS
               ASSETS                                              IN MILLIONS


Cash and balances due from depository institutions:
   Noninterest-bearing balances and
   currency and coin ...........................................   $  13,460
   Interest-bearing balances ...................................       3,696
Securities:
 ................................................................
Held to maturity securities.....................................         671
Available for sale securities...................................      56,085
Federal funds sold and securities purchased under
   agreements to resell ........................................      31,833
Loans and lease financing receivables:
   Loans and leases, net of unearned income.....................     132,562
   Less: Allowance for loan and lease losses....................       2,188
   Less: Allocated transfer risk reserve .......................           0
                                                                    --------
   Loans and leases, net of unearned income,
   allowance, and reserve ......................................     130,374
Trading Assets..................................................      50,488
Premises and fixed assets (including capitalized leases)........       3,391
Other real estate owned.........................................          32
Investments in unconsolidated subsidiaries and
   associated companies.........................................         231
Customers' liability to this bank on acceptances
   outstanding..................................................         630
Intangible assets...............................................       3,891
Other assets....................................................      17,423
                                                                    --------
TOTAL ASSETS....................................................    $312,205
                                                                    ========


                                      - 5 -
<PAGE>

                                   LIABILITIES

Deposits
   In domestic offices .........................................    $103,709
   Noninterest-bearing .........................................      41,611
   Interest-bearing ............................................      62,098
   In foreign offices, Edge and Agreement
   subsidiaries and IBF's ......................................      80,379
Noninterest-bearing ............................................       4,920
   Interest-bearing ............................................      75,459

Federal funds purchased and securities sold under agree-
ments to repurchase .............................................     54,265
Demand notes issued to the U.S. Treasury ........................        529
Trading liabilities .............................................     31,970
Other borrowed money (includes mortgage indebtedness
   and obligations under capitalized leases):
   With a remaining maturity of one year or less ................      4,764
   With a remaining maturity of more than one year
          through three years ...................................          0
       With a remaining maturity of more than three years .......         99
Bank's liability on acceptances executed and outstanding ........        630
Subordinated notes and debentures ...............................      5,430
Other liabilities ...............................................     11,663

TOTAL LIABILITIES ...............................................    293,438

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus ...................          0
Common stock ....................................................      1,211
Surplus (exclude all surplus related to preferred stock) ........     11,066
Undivided profits and capital reserves ..........................      7,698
Net unrealized holding gains (losses)
on available-for-sale securities ................................     (1,224)
Accumulated net gains (losses) on cash flow hedges ..............          0
Cumulative foreign currency translation adjustments .............         16
TOTAL EQUITY CAPITAL ............................................     18,767
                                                                    --------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................   $312,205
                                                                    ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                                              JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

                                          WILLIAM B. HARRISON, JR.    )
                                          HAROLD S. HOOK              )DIRECTORS
                                          MARINA v.N. WHITMAN         )


                                       -6-


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