Pricing Agreement
XXXXXXX, XXXXX & CO.,
X.X. XXXXXX SECURITIES INC.,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
February 26, 1999
Dear Sirs:
Corning Incorporated (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated August 23,
1993 (the "Underwriting Agreement"), between the Company, on the one hand and,
inter alia, Goldman, Sachs & Co., on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters"), the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein except that Annex
I to the Underwriting Agreement is replaced by Annex I hereto; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto. References herein and in the
Underwriting Agreement to a "Registration Statement" shall be deemed to include
both the Registration Statement on Form S-3 of the Company (File No. 33-49903)
filed on August 4, 1993 and the Registration Statement on Form S-3 of the
Company (File No. 33- 56887) filed on December 15, 1994.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be filed, or, in the case
of a supplement, transmitted for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.
Very truly yours,
CORNING INCORPORATED
By: /s/ Xxxxx X. Flaws
----------------------------------------
Name: Xxxxx X. Flaws
Title: Senior Vice President, Treasurer and
Chief Financial Officer
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxxxx, Sachs & Co.
-------------------------------
(Xxxxxxx, Xxxxx & Co.)
-2-
SCHEDULE I
Principal Amount Principal Amount
of Notes of Debentures
Underwriter to be Purchased to be Purchased
----------- ---------------- ----------------
Xxxxxxx, Sachs & Co. ..................... 97,500,000 97,500,000
X.X. Xxxxxx Securities Inc. .............. 52,500,000 52,500,000
------------ ------------
Total .................................... $150,000,000 $150,000,000
============ ============
-1-
SCHEDULE II
Title of Designated Securities:
6.30% Notes due March 1, 2009 (the "Notes")
6.85% Debentures due March 1, 2029 (the "Debentures")
Aggregate principal amount:
$150,000,000 of the Notes
$150,000,000 of the Debentures
Price to Public:
The Notes:
99.971% of the principal amount of the Notes.
The Debentures:
99.811% of the principal amount of the Debentures.
Purchase Price by Underwriters:
The Notes:
99.321% of the principal amount of the Notes
The Debentures:
99.936% of the principal amount of the Debentures
Specified Funds for Payment of Purchase Price:
Immediately available funds
Indenture:
Indenture, dated as of April 1, 1991, between the Company and United
States Trust Company of New York, as Trustee
-2-
Maturity:
The Notes: March 1, 2009
The Debentures: March 1, 2029
Interest Rate:
The Notes: 6.30% per annum
The Debentures: 6.85% per annum
Interest Payment Dates:
March 1 and September 1, commencing September 1, 1999.
Redemption Provisions:
The Notes and the Debentures may not be redeemed at the option of the
Company or the holders prior to maturity.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance:
The defeasance provisions of Section 1302 and 1303 and Article Thirteen
of the Indenture shall apply to the Designated Securities in accordance
with Section 1301 of the Indenture.
Time of Delivery:
10:00 A.M., New York City time, March 3, 0000
-0-
Xxxxxxx Xxxxxxxx:
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Names and Addresses of Representatives:
Designated Representatives:
Xxxxxxx, Sachs & Co.
X.X. Xxxxxx Securities Inc.
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
00 Xxx Xxxx, 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 10005
Attention: Registration Department
Securities Exchange:
No Listing
Other Terms:
At the Time of Delivery, PricewaterhouseCoopers LLP shall have
furnished to the Underwriters a letter, dated the date of the Time of
Delivery, in form and substance satisfactory to the Underwriters to the
effect set forth in Annex I hereto.
In addition to the representations made by the Company to the
Underwriters in the Underwriting Agreement, the Company represents and
warrants to, and agrees with, each of the Underwriters that:
The statements under the heading "Year 2000 Readiness Disclosure" under
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, filed with the Securities Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934
(the "Exchange Act") which report is incorporated by reference in the
Registration Statement and the Prospectus, when such report was filed
with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder. Since the date on which such report was filed
with the Commission,
-4-
there has not been any material change relating to the Company's year
2000 issue that would be required to be disclosed in subsequent
filings with the Commission under the Exchange Act and incorporated by
reference in the Registration Statement and Prospectus.
The foregoing representation shall be deemed to be made in, and shall
have the same force and effect as if contained in, Section 2 of the Underwriting
Agreement.
-5-
ANNEX I
[Form of letter of PricewaterhouseCoopers LLP
to be delivered pursuant to Section 7(d)]
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
financial forecasts and/or pro forma financial information) examined by
them and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material respects
with the applicable accounting requirements of the Act or the Exchange
Act, as applicable, and the related published rules and regulations
thereunder; and, if applicable, they have made a review in accordance
with standards established by the American Institute of Certified
Public Accountants of the unaudited consolidated interim financial
statements, selected financial data, pro forma financial information,
financial forecasts and/or condensed financial statements derived from
audited financial statements of the Company for the periods specified
in such letter, as indicated in their reports thereon, copies of which
have been furnished to the representatives of the Underwriters (the
"Representatives");
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus as indicated in their reports thereon copies
of which have been separately furnished to the Representative and on
the basis of specified procedures including inquiries of officials of
the Company who have responsibility for financial and accounting
matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (vi)(A)(i) below comply
as to form in all material respects with the applicable accounting
requirements of the Act and the related published rules and
regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial statements
do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the related published rules and
regulations;
(iv) The unaudited selected financial information with respect to
the consolidated results of operations and financial position of the
Company for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such
five
-6-
fiscal years which were included or incorporated by reference in the
Company's Annual Reports on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K
and on the basis of limited procedures specified in such letter nothing
came to their attention as a result of the foregoing procedures that
caused them to believe that this information does not conform in all
material respects with the disclosure requirements of Items 301, 302
and 503(d) respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:
(A) (i) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Prospectus and/or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or (ii) any
material modifications should be made to the unaudited
consolidated statements of income, consolidated balance sheet
and consolidated statements of cash flows included in the
Prospectus or included in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus, for
them to be in conformity with generally accepted accounting
principles;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in
the Company's Annual Report on Form 10-K for the most recent
fiscal year;
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited financial statements included or
incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
-7-
(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock (other than issuances of
capital stock upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus), or any
increase in the consolidated long-term debt of the Company and
its subsidiaries or any increases in any items specified by
the Representatives, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter;
and
(F) for the period from the date of the latest
financial statements included or incorporated by reference in
the Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenue or other
items specified by the Representatives, or any increases in
any items specified by the Representatives, in each case as
compared with the comparable period in the preceding year and
with any other period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii), (iv), (v) and (vi) above, they have
carried out certain specified procedures, not constituting an
examination in accordance with generally accepted auditing standards,
with respect to certain amounts, percentages and financial information
specified by the Representatives which are derived from the general
accounting records of the Company and its subsidiaries, which appear in
the Prospectus (excluding documents incorporated by reference) or in
Part II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives or in documents incorporated by
reference in the Prospectus specified by the Representatives, and have
compared certain of such amounts, percentages and financial information
with the accounting records of the Company and its subsidiaries and
have found them to be in agreement.
All references in this Annex I to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Underwriting Agreement and to the Prospectus as
amended or supplemented (including all documents incorporated by reference
therein) for the purposes of the letter delivered at each Time of Delivery.
-8-
