UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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Corning Incorporated
(Name of Subject Company (Issuer))
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Corning Incorporated
(Name of Filing Person (Issuer))
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ZERO COUPON CONVERTIBLE DEBENTURES DUE NOVEMBER 8, 2015
(Title of Class of Securities)
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219350 AJ 4
(CUSIP Number of Class of Securities)
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William D. Eggers
Senior Vice President and
General Counsel
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
(607) 974-9000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
-------------------------------------------------------------------------------
$625,415,000 $50,596
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934,
as amended, assuming that $800,000,000 aggregate principal amount at maturity of
outstanding Zero Coupon Convertible Debentures Due November 8, 2015, are
purchased at the maximum offer price of $750 per $1,000 principal amount at
maturity and, an additional $34,000,000 aggregate principal amount at maturity
of outstanding Zero Coupon Convertible Debentures Due November 8, 2015, are
purchased at the final offer price of $747.50 per $1,000 principal amount at
maturity . Corning has previously paid $48,540 and is paying an additional
$2,056 concurrently with this filing in order to satisfy the Filing Fee
requirement. The amount of the Filing Fee, calculated in accordance with the
Securities and Exchange Act of 1934, as amended, and the Rate Advisory No. 11
issued by the Securities and Exchange Commission on February 21, 2003, equals
$80.90 for each $1,000,000.
X Check the box if any part of the fee is offset as provided by Rule 0-1
l(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $48,540
Date Filed: May 7, 2003
Filing Party: Corning Incorporated SEC File No. 005-19283
Form or Registration No.: Schedule TO-I
___ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
___ Check the appropriate boxes below to designate any transactions to which
the statement relates:
___ Third-party tender offer subject to Rule 14d-l.
X Issuer tender offer subject to Rule 13e-4.
___ Going-private transaction subject to Rule 13e-3.
___ Amendment to Schedule l3D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: ___
INTRODUCTORY STATEMENT TO AMENDMENT NO. 2
This Amendment No. 2 to Tender Offer Statement on Schedule TO dated as of
June 5, 2003, relates to an offer by Corning Incorporated ("Corning"), a New
York corporation, to purchase for cash up to $834,000,000 aggregate principal
amount at maturity of its Zero Coupon Convertible Debentures due November 8,
2015 (the "Notes") at a purchase price of not greater than $750 nor less than
$725 per $1,000 principal amount at maturity of the Notes. This amount includes
2% of the outstanding principal amount at maturity of the Notes in addition to
the principal amount at maturity originally sought in the offer. Reference to a
Note in the singular refers to a Note representing $1,000 principal amount at
maturity.
This Amendment No. 2 to Tender Offer Statement on Schedule TO is being
filed by Corning and amends and supplements certain provisions of Corning's
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "SEC") on May 7, 2003, and amended on May 20, 2003 (as amended
and supplemented, the "Schedule TO") and Corning's offer for the Notes set forth
in the Offer to Purchase for Cash Up to $800,000,000 Aggregate Principal Amount
at Maturity of its Outstanding Zero Coupon Convertible Debentures Due November
8, 2015 (CUSIP No. 219350 AJ 4) (as amended and supplemented, the "Offer to
Purchase"), and the related Letter of Transmittal, as amended (as amended and
supplemented, the "Letter of Transmittal") which, together with the Offer to
Purchase, constitute the "Offer") and both of which are filed as Exhibits to the
Schedule TO with the SEC. The Offer expired at 12:00 midnight, Eastern Time, on
June 4, 2003. The Schedule TO, as amended and supplemented hereby, is intended
to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities
Exchange Act of 1934, as amended.
Capitalized terms used in this amendment and not otherwise defined herein
have the meanings given to them in the Offer to Purchase and the Schedule TO.
Item 1. Summary Term Sheet
The Summary Term Sheet set forth in the Offer to Purchase is hereby amended
to substitute as the offered amount to be purchased $834,000,000 aggregate
principal amount at maturity for $800,000,000 in each place where it appears.
Each other place in the Offer to Purchase or Letter of Transmittal or any
other document which is an Exhibit to Corning's Schedule TO, as amended, is
hereby amended to substitute as the amount offered to be purchased, $834,000,000
aggregate principal amount at maturity for $800,000,000.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented by adding the
following language:
The Offer expired at 12:00 midnight, Eastern Time, on Wednesday, June 4,
2003. Approximately $848 million aggregate principal amount at maturity of the
Notes were validly tendered and not withdrawn, at or below the purchase price in
the Offer, including approximately $35 million aggregate principal amount at
maturity tendered by notice of guaranteed delivery. Corning will accept for
purchase up to $834 million aggregate principal amount at maturity of the
validly tendered and not withdrawn Notes at a purchase price of $747.50 per
$1,000 principal amount at maturity of Notes, subject to satisfactory delivery
of Notes tendered by notice of guaranteed delivery. Because more of the Notes
were validly tendered at or below the purchase price and not withdrawn, than are
being accepted for payment, Notes validly tendered at or below the purchase
price will be purchased on a pro rata basis. Corning expects that the proration
factor will be approximately 98%. The proration factor and the principal amount
at maturity of Notes to be purchased are preliminary and are subject to
verification by the Depositary. The final proration factor and the actual
principal amount at maturity of Notes to be purchased will be announced promptly
following completion of the verification process. Corning expects to make
payment to the Depositary for the Notes accepted for purchase, and return all
other Notes tendered but not accepted, promptly after completion of such
verification process. Corning expects final verification and payment for the
Notes accepted for purchase to occur by June 12, 2003. On June 5, 2003 Corning
issued a press release announcing the preliminary results of the Offer. A copy
of this press release is filed as Exhibit (a)(5)(C) to the Schedule TO and is
incorporated herein by reference.
Item 12. Exhibits
Item 12 is hereby amended and supplemented to add Exhibit (a)(5)(C) as follows:
(a)(l)(A) Offer to Purchase, dated May 7, 2003.*
(a)(l)(B) Revised form of Letter of Transmittal, including taxpayer I.D.
guidelines.**
(a)(1)(C) Form of Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5)(A) Summary Advertisement.*
(a)(5)(B) Press Release issued by Corning on May 6, 2003.*
(a)(5)(C) Press Release issued by Corning on June 5, 2003, regarding preliminary
results of the tender offer.
(b)(1) Not applicable
(d) Not applicable. (g) Not applicable. (h) Not applicable.
* Previously filed with Corning's Schedule TO, filed with the Commission on May
7, 2003.
** Previously filed with Corning's Amendment No. 1 to Schedule TO, filed with
the Commission on May 20, 2003.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CORNING INCORPORATED
By: /s/ Mark S. Rogus
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Name: Mark S. Rogus
Title: Vice President and Treasurer
Dated: June 5, 2003
INDEX TO EXHIBITS
Exhibit No. Description
(a)(l)(A) Offer to Purchase, dated May 7, 2003.*
(a)(l)(B) Revised form of Letter of Transmittal, including taxpayer I.D.
guidelines.**
(a)(1)(C) Form of Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5)(A) Summary Advertisement.*
(a)(5)(B) Press Release issued by Corning on May 6, 2003.*
(a)(5)(C) Press Release issued by Corning on June 5, 2003, regarding
preliminary results of the tender offer.
(b)(1) Not applicable
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously filed with Corning's Schedule TO, filed with the Commission on May
7, 2003.
** Previously filed with Corning's Amendment No. 1 to Schedule TO, filed with
the Commission on May 20, 2003.
Exhibit (a)(5)(C)
FOR RELEASE -- JUNE 5, 2003
Media Relations Contact: Investor Relations Contact:
Daniel F. Collins Kenneth C. Sofio
(607) 974-4197 (607) 974-7705
collinsdf@corning.com sofiokc@corning.com
Corning Tender Oversubscribed
Corning Announces Preliminary Results of Tender Offer
CORNING, N.Y.-- Corning Incorporated (NYSE:GLW) today announced the preliminary
results of its modified Dutch auction tender offer for up to $800 million
aggregate principal amount at maturity of its outstanding zero coupon
convertible debentures. The offer expired at midnight, Eastern Time, on June 4,
2003.
Based on preliminary information, Corning will accept for purchase up to $834
million aggregate principal amount at maturity of debentures validly tendered
and not withdrawn at a purchase price of $747.50 per $1,000 of principal amount
at maturity, subject to satisfactory delivery of debentures tendered by notice
of guaranteed delivery. The purchase price applies to all debentures accepted
for payment pursuant to the offer. Based on preliminary information,
approximately $848 million principal amount at maturity of debentures were
validly tendered at or below the purchase price and not withdrawn, including
approximately $35 million of debentures tendered by notice of guaranteed
delivery.
Because more of the debentures were validly tendered at or below the purchase
price and not withdrawn, than are being accepted for payment, Corning expects to
apply a proration factor of approximately 98% to all debentures accepted for
payment in the offer. The final proration factor is subject to verification by
the depositary.
Payment for the debentures accepted for purchase is expected to occur by June
12, 2003, when we announce final results. Corning will use up to $623 million in
cash to complete the tender. All debentures not accepted for payment will be
promptly returned to holders.
(more)
Corning Tender Oversubscribed
Page Two
James B. Flaws, vice chairman and chief financial officer, said, "We are
delighted with the strong response to our tender offer. The debt reduction from
this tender offer combined with our other actions has allowed Corning to reduce
its debt by approximately $2 billion over the past 17 months. This reduction in
leverage combined with our objective of returning Corning to profitability later
this year, is all part of our plan to regain investment-grade ratings."
J.P. Morgan Securities Inc. and Banc of America Securities LLC acted as joint
dealer managers for the tender offer. Georgeson Shareholder Communications Inc.
served as information agent and Alpine Fiduciary Services, Inc. as depositary.
About Corning Incorporated
Established in 1851, Corning Incorporated (www.corning.com) creates
leading-edge technologies that offer growth opportunities in markets that fuel
the world's economy. Corning manufactures optical fiber, cable, hardware and
equipment in its Telecommunications segment. Corning's Technologies segment
manufactures high-performance display glass, and products for the environmental,
life sciences, and semiconductor markets.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially. These risks and uncertainties include the possibility of changes or
fluctuations in global economic conditions; currency exchange rates; product
demand and industry capacity; competitive products and pricing; availability and
costs of critical components and materials; new product development and
commercialization; order activity and demand from major customers; capital
spending by larger customers in the telecommunications industry and other
business segments; the mix of sales between premium and non-premium products;
possible disruption in commercial activities due to terrorist activity and armed
conflict; ability to obtain financing and capital on commercially reasonable
terms; acquisition and divestiture activities; the level of excess or obsolete
inventory; the ability to enforce patents; product and components performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the day that they are made, and Corning undertakes no
obligation to update them in light of new information or future events.
THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR
THE SOLICITATION OF AN OFFER TO SELL ANY OF CORNING'S ZERO COUPON CONVERTIBLE
DEBENTURES.