SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 13, 1999
(Date of earliest event reported)
Oak Industries Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-4474 036-1569000
(State of (Commission (IRS Employer
Incorporation) File No.) Identification No.)
1000 Winter Street, Waltham, MA 02451
(Address of principal executive offices, including zip code)
(781) 890-0400
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On November 13, 1999, Oak Industries Inc., a Delaware corporation("Oak"),
Corning Incorporated, a New York corporation ("Corning"), and Riesling
Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Corning ("Merger Subsidiary"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement
and subject to the terms and conditions set forth therein, Merger
Subsidiary will be merged (the "Merger") with and into Oak, and as a
result of the Merger, Oak will become a wholly-owned subsidiary of
Corning. Under the terms of the Merger Agreement, each issued and
outstanding share of common stock, par value $.01 per share of Oak will be
converted into the right to receive .83 shares of common stock, par value
$.50 per share of Corning. The Merger Agreement also provides for the
payment of a break-up fee equal to $50 million under certain
circumstances. The transaction is intended to be accounted for as a
pooling of interests and to be tax-free to Oak stockholders. The closing
of the Merger is subject to customary conditions, including the receipt of
regulatory and shareholder approvals.
On November 14, 1999, Oak and Corning issued a joint press release which
is filed herewith as Exhibit 99 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 - Joint Press Release of Corning Incorporated and
Oak Industries Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
OAK INDUSTRIES INC.
By: /s/Pamela F. Lenehan
------------------------
Pamela F. Lenehan
Senior Vice President,
Corporate Development and
Treasurer
Dated: November 17, 1999
EXHIBIT INDEX
Exhibit No. Description
99 Press Release of Corning Incorporated and Oak Industries
Inc. dated November 14, 1999.
EXHIBIT 99
FOR RELEASE - NOVEMBER 14, 1999
Corning Contact: Oak Industries Contact:
Paul A. Rogoski Coleman Hicks
(607) 974-8832 (781) 890-0400
[email protected] [email protected]
Corning And Oak Industries To Merge In Stock Transaction
Merger extends Corning's leadership position in optical communications
technologies
CORNING, N.Y. - Corning Incorporated (NYSE:GLW) and Oak Industries Inc.
(NYSE:OAK) today announced that they have signed a definitive agreement
for the companies to merge in a transaction that will strengthen Corning's
position as a global leader in optical communications.
Under the terms of the agreement, which have been unanimously approved by
the Boards of Directors of both companies, Corning will exchange .83
shares of Corning common stock for each share of Oak common stock. Based
on the closing price for Corning on the New York Stock Exchange on Friday,
November 12, 1999, this represents a premium of 51% over the $49.75
closing price for Oak Industries. On that same basis the transaction is
valued at approximately $1.8 billion.
The transaction will be accounted for as a pooling of interests and will
be tax free to Oak Industries shareholders. The transaction is expected
to close in the first quarter of 2000, pending regulatory and Oak
Industries shareholder approval. Corning expects the transaction to be
accretive to its earnings per share beginning in 2000.
The addition of Oak Industries will extend Corning's leading opto-
electronic product portfolio into important new market segments.
Specifically, Oak Industries' Lasertron, Inc., subsidiary, a pioneer in
the development of active fiber-optic devices for telecommunications, will
enhance Corning's photonic technology product offering and development
activities. Lasertron is a market leader in pump lasers, which are the
key active component in optical amplifiers, and is also one of the few
companies with both internal laser chip making capability and packaging
expertise. Lasertron also manufactures transmission lasers and receivers
that are targeted at the rapidly growing metropolitan transmission market.
The products of Oak Industries' Gilbert Engineering Co. subsidiary, a
leading manufacturer of coaxial connectors for broadband communications
networks, will complement Corning's existing capabilities in optical
connectors, optical cable, hardware and related equipment.
The Oak Frequency Control Group designs and manufactures frequency control
devices that are used as a timing reference in wireless, wireline and
fiber-optic applications. Oak's Controls Group consists of Harper-Wyman
and OakGrigsby, Inc. Harper-Wyman is a leading manufacturer of controls
systems for the gas range and gas grill industries. OakGrigsby
manufactures switches and encoders used in a wide variety of applications.
Commenting on today's announcement, Corning's Chairman and Chief Executive
Officer, Roger G. Ackerman stated, "The addition of Oak Industries
demonstrates the strength of our commitment to being the world's leading
supplier to system houses in all areas of optical communications,
including amplifiers, optical components, modules, fiber, cable and
hardware. Merging Oak Industries' laser and detectors technology with
Corning's broad research and development capabilities, will further
strengthen our leadership in the photonics industry.
"Our customers will now have a single source for components and modules
for optical communications, as well as access to a broad array of related
products, including optical fiber, cable and hardware - a combination that
only Corning can offer," Ackerman concluded.
William S. Antle III, chairman, chief executive officer and president of
Oak Industries said, "We are delighted with the prospect of merging with
Corning. We believe that Oak's employees, shareholders and customers will
all benefit from the combination of the two companies. Corning's strong
technology base will allow the merged businesses to move even more quickly
to develop new products and expand capacity for our telecommunications
customers, especially in the optical area. Our employees can look forward
to continuing to grow their businesses to meet the strong demand for their
products."
The integration of optical components such as lasers and receivers into
optical modules is integral in providing communications network operators
with greater performance in their increasingly complex systems. The
addition of Oak Industries will enable Corning to augment its entire
photonics product line to provide new levels of functionality and customer
value. Corning also expects to achieve additional benefits through
improved efficiency in customer sales and support, and new product design
and development.
Oak Industries is a leading manufacturer of highly engineered components
that it designs and sells to manufacturers and service providers in the
communication and selected other industries. Headquartered in Waltham,
Massachusetts, Oak Industries has approximately 3,900 employees worldwide.
For the nine months ending September 30, 1999, Oak Industries had revenues
of $323.2 million, operating income of $47.2 million and net income of
$23.8 million. Information regarding Oak Industries is available at
www.oakind.com.
Established in 1851, Corning Incorporated (www.corning.com) creates
leading-edge technologies for the fastest-growing markets of the world's
economy. Corning manufactures optical fiber, cable and photonic products
for the telecommunications industry; and high-performance displays and
components for television and other communications-related industries.
The company also uses advanced materials to manufacture products for
scientific, semiconductor and environmental markets. Corning's revenues
in 1998 were $3.5 billion.
Statements in this press release that are not strictly historical are
"forward-looking" statements as defined in the Private Securities
Litigation Reform Act of 1995. The actual results may differ from those
projected in the forward looking statements due to risks and uncertainties
that exist in the operations and business environments of Corning and Oak
Industries, described more fully in the companies periodic reports filed
with the Securities and Exchange Commission, including Corning's Form 10-K
filed on February 24, 1999 and Oak's Form 10-K filed on March 19, 1999.
###
Corning Investor Relations Contact:
Katherine M. Dietz,
(607) 974-8217
[email protected]
