8-KOther Events

CORNING INC /NY 8-K Report (Nov 7, 2000)

Filed November 7, 2000For Securities:GLW

Summary

Corning Incorporated filed an 8-K report on November 7, 2000, detailing a significant financing event. The company entered into an Underwriting Agreement to issue and sell US$2,712,546,000 aggregate principal amount of Zero Coupon Convertible Debentures due November 8, 2015. These debentures are convertible into Corning's common stock, offering investors a potential upside participation in the company's growth. The offering was facilitated by a syndicate of prominent underwriters, including Goldman, Sachs & Co., Credit Suisse First Boston Corporation, and Salomon Smith Barney Inc. The debentures were registered under the Securities Act of 1933, indicating compliance with regulatory requirements for public offerings. This move signals Corning's proactive approach to capital raising, likely to fund expansion, research and development, or other strategic initiatives in a dynamic market environment.

Key Highlights

  • 1Corning Inc. announced the issuance and sale of US$2,712,546,000 in Zero Coupon Convertible Debentures.
  • 2The debentures mature on November 8, 2015, and are convertible into Corning's common stock.
  • 3The offering was underwritten by a syndicate including Goldman, Sachs & Co., Credit Suisse First Boston Corporation, and Salomon Smith Barney Inc.
  • 4The debentures were registered under the Securities Act of 1933, ensuring regulatory compliance.
  • 5The company appointed The Chase Manhattan Bank as the conversion agent for the debentures.
  • 6Tax counsel Shearman & Sterling provided an opinion on certain tax matters related to the offering.

Frequently Asked Questions

This 8-K filing announces a significant financing event: Corning Incorporated's agreement to issue and sell US$2,712,546,000 in Zero Coupon Convertible Debentures due in 2015. This information is crucial for investors to understand the company's capital structure and financing activities.

Zero Coupon Convertible Debentures are a type of bond that does not pay periodic interest (zero coupon) but is sold at a discount to its face value. The investor receives the full face value at maturity. Crucially, these debentures are also convertible into a predetermined number of the issuer's common stock shares, allowing investors to benefit from potential stock price appreciation.

Issuing convertible debentures can be a strategic move. It allows Corning to raise capital without immediately diluting existing shareholders' equity, as dilution only occurs if and when the debentures are converted. It also offers a potentially lower cost of capital compared to traditional debt issuance due to the equity conversion feature.

The engagement of prominent underwriters like Goldman, Sachs & Co., Credit Suisse First Boston Corporation, and Salomon Smith Barney Inc. signifies that this is a substantial and well-structured offering. It suggests strong market confidence in Corning's financial health and its ability to successfully place these securities with investors.