8-KOther Events

CORNING INC /NY 8-K Report (Dec 22, 2000)

Filed December 22, 2000For Securities:GLW

Summary

Corning Incorporated (GLW) filed an 8-K on December 22, 2000, reporting on a significant acquisition that closed on December 12, 2000. The company acquired a 90% interest in Pirelli's optical components and devices businesses for approximately $3.6 billion in cash from Pirelli Cavi e Systemi S.p.A., Optical Technologies The Netherlands B.V., and Pirelli S.p.A. This substantial acquisition was funded by proceeds from Corning's recent public offerings of common stock and convertible debentures in November 2000, indicating strategic use of capital to expand its optical technologies segment. In a subsequent transaction on the same day, Corning acquired the remaining 10% interest in these businesses from Cisco Systems, Inc. by issuing 5,473,684 shares of Corning Common Stock. This move consolidates Corning's control over these valuable optical assets. While the full financial statements for the acquired businesses are not yet filed due to impracticability within the initial filing period, Corning expects to provide them by February 26, 2001. Investors should note this expansion into Pirelli's optical businesses as a key strategic development for Corning.

Key Highlights

  • 1Corning acquired a 90% interest in Pirelli's optical components and devices businesses for approximately $3.6 billion in cash on December 12, 2000.
  • 2The acquisition was funded by cash proceeds from Corning's public offerings of common stock and zero coupon convertible debentures in November 2000.
  • 3Corning acquired the remaining 10% interest in the Pirelli optical businesses from Cisco Systems, Inc. for 5,473,684 shares of Corning Common Stock.
  • 4This transaction consolidates Corning's ownership of Pirelli's optical components and devices businesses.
  • 5The filing includes details on the stock purchase agreements with Pirelli and Cisco Systems.
  • 6Corning expects to file the required financial statements for the acquired businesses by February 26, 2001.

Frequently Asked Questions

The primary event reported is Corning Incorporated's acquisition of a 90% interest in Pirelli's optical components and devices businesses for approximately $3.6 billion in cash, which closed on December 12, 2000. It also reports the subsequent acquisition of the remaining 10% from Cisco Systems.

The acquisition was financed with cash proceeds from Corning's public offering of its common stock and its zero coupon convertible debentures, both conducted in November 2000.

Corning stated that it is impracticable to file the required financial statements for the acquired businesses within the standard 15-day period. They expect to file this information in a subsequent Current Report on Form 8-K no later than February 26, 2001.

The cash component of the acquisition from Pirelli was approximately $3.6 billion. The additional 10% acquired from Cisco involved the issuance of 5,473,684 shares of Corning Common Stock, the value of which would depend on the stock price at the time of issuance.