Summary
Corning Incorporated (GLW) filed an 8-K on August 7, 2002, reporting on significant events occurring on August 5 and 6, 2002, related to its 7.00% Series C Mandatory Convertible Preferred Stock. The company filed a Certificate of Amendment to its Certificate of Incorporation, officially establishing the terms and conditions of this new series of preferred stock. This amendment details its ranking, dividend rights, payment restrictions, voting rights, liquidation preferences, and importantly, its mandatory conversion terms. Additionally, Corning entered into key agreements with Citibank, N.A., including a Pledge, Assignment and Collateral Agency Agreement. This agreement pledges U.S. Treasury securities as collateral to secure obligations related to the Series C Preferred Stock, primarily ensuring dividend payments and principal repayment if conversion doesn't occur. A Paying Agency Agreement was also established with Citibank to manage dividend payments to holders of the Series C Preferred Stock. These filings are critical for investors to understand the financial structure and protections associated with this specific preferred stock offering.
Key Highlights
- 1Corning Incorporated established its 7.00% Series C Mandatory Convertible Preferred Stock through a Certificate of Amendment filed with the New York State Secretary of State.
- 2The Series C Preferred Stock ranks senior to common stock and Series A preferred stock, but junior to Series B preferred stock, in terms of dividends and liquidation.
- 3Dividends on the Series C Preferred Stock are payable quarterly at an annual rate of 7.00% ($7.00 per share), with specific provisions for initial and subsequent dividend amounts.
- 4The company entered into a Pledge, Assignment and Collateral Agency Agreement with Citibank, N.A., to secure obligations related to the Series C Preferred Stock, primarily through U.S. Treasury securities.
- 5A Paying Agency Agreement was executed with Citibank, N.A., to manage the payment of quarterly dividends to holders of the Series C Preferred Stock.
- 6The Series C Preferred Stock is designed to automatically convert into common stock on August 16, 2005, with the conversion rate dependent on the market value of Corning's common stock at that time.
- 7Provisions exist for early conversion at the option of the holder or upon a cash merger, as well as anti-dilution adjustments to the conversion rate.