PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 24(b)(3)
(To Prospectus dated May 6, 1998) Registration No. 333-50093
OAK INDUSTRIES INC.
$100,000,000 Principal Amount of 4 7/8% Convertible
Subordinated Notes due 2008
(Interest payable March 1 and September 1)
2,586,900 Shares of Common Stock of Oak Industries Inc.
2,147,127 Shares of Common Stock of Corning Incorporated
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This document supplements the Prospectus dated May 6, 1998 relating to
(i) $100,000,000 aggregate principal amount of 4 7/8% Convertible
Subordinated Notes due 2008 (the "Notes") of Oak Industries Inc., a
Delaware corporation (the "Company"), and (ii) 2,586,900 shares of common
stock, par value $.01 per share, (the "Common Stock") of the Company which
are initially issuable upon conversion of the Notes plus such additional
indeterminate number of shares of Common Stock as may become issuable upon
conversion of the Notes as a result of adjustments to the conversion price
(the "Shares"). The Notes and the Shares are being offered for the account
of the holders thereof. The Notes were initially acquired from the Company
by Donaldson, Lufkin and Jenrette Securities Corporation, Lehman Brothers
and SG Cowen Securities Corporation in February 1998 in transactions exempt
from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus Supplement is incorporated
by reference into the Prospectus, and all terms used herein shall have the
meaning assigned to them in the Prospectus.
On January 28, 2000, the Company completed its merger with Corning
Incorporated ("Corning") pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of November 13, 1999 by and among Corning,
Riesling Acquisition Corporation, a wholly owned subsidiary of Corning and
the Company. Accordingly, on January 28, 2000, the Company became a
wholly-owned subsidiary of Corning, and each share of the Company's Common
Stock was converted into the right to receive 0.83 shares of common stock
of Corning. As a result, the aforementioned Notes are convertible into
shares of Corning common stock and the aforementioned Shares have been
converted into shares of Corning common stock.
The common stock of Corning is traded under the symbol "GLW".
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS
FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is April 10, 2000.
The following table sets forth (i) the name of each Selling
Securityholder and position, office or other material relationship, if any,
with the Company within the past three years, (ii) the amount of Notes
owned by each Selling Securityholder named herein as of the most recent
date for which the Company obtained such information from such Selling
Securityholder, (iii) the maximum amount of Notes which may be offered for
the account of such Selling Securityholder under the Prospectus, (iv) the
amount of Common Stock owned by each Selling Securityholder as of the most
recent date for which the Company obtained such information from the
respective Selling Securityholder, and (v) the number of Shares which may
be offered for the account of such Selling Securityholder under the
Prospectus.
<TABLE>
<CAPTION>
Principal Amount Principal Amount
Name of Selling of Notes of Notes Shares Shares Offered
Securityholder Owned Offered Hereby Owned(1)(2) Hereby(2)(3)
- ------------- ---------------- --------------- ---------- --------------
<S> <C> <C> <C> <C>
RCASF St. Mary's $100,000 $100,000 2,147 2,147
Cathedral (4)
<FN>
(1) Includes the Shares of Corning common stock into which the Notes held
by such Selling Securityholder are convertible at the Conversion Price.
(2) The Conversion Price and the number of Shares of Corning common stock
issuable upon conversion of the Notes are subject to adjustment under
certain circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of Shares issuable upon conversion of the Notes may
increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.
(3) Assumes that the full amount of Notes held by the Selling
Securityholder are converted into Shares at the Conversion Price and
offered by such Shares by such Selling Securityholder pursuant to the
Prospectus.
(4) RCASF St. Mary's Cathedral purchased $50,000 in principal amount of
Notes from DLJ on February 20, 1998. On August 31, 1999, it purchased an
additional $50,000 in principal amount of Notes from Immaculate Conception,
which had initially purchased its interest from DLJ on February 20, 1998.
</TABLE>
Because the Selling Securityholders may, pursuant to the Prospectus,
offer all or some portion of the Notes and Shares they presently hold or,
with respect to Shares, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount or percentage of the Notes
and Shares that will be held by the Selling Securityholders upon
termination of any such sales. In addition, the Selling Securityholder
identified above may have sold, transferred or otherwise disposed of all or
a portion of its Notes and Shares since the date on which it provided the
information regarding its Notes and Shares, in transactions exempt from the
registration requirements of the Securities Act. See "Plan of
Distribution." The Selling Securityholder may sell all, part or none of
the Notes or Shares listed above.
The Company may from time to time include additional Selling
Securityholders and information about such Selling Securityholders' plans
of distribution in future supplements to the Prospectus.
